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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 Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 3, 2026
TECHPRECISION
CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
000-51378 |
|
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 |
| N/A |
|
N/A |
|
N/A |
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 1.01 | Entry into a Material Definitive Agreement. |
On November 3, 2026 (the
“Closing Date”), TechPrecision Corporation (the “Company”), together, jointly and severally, with
its wholly owned direct and indirect subsidiaries Ranor, Inc. (“Ranor”) and STADCO, a California corporation (“Stadco,”
collectively with the Company and Ranor, the “Borrowers”), entered into a financing agreement (the “Credit
Agreement”) with Rosenthal & Rosenthal, Inc. (the “Lender”).
Pursuant to the Credit Agreement,
the Lender made available to the Borrowers: (i) a revolving secured line of credit (the “Revolving Facility”)
in an aggregate principal amount of up to $5,000,000 (the “Maximum Revolving Credit”), subject to a borrowing base,
(ii) a term loan in the aggregate principal amount of $1,500,000 (the “Three-Year Term Loan”) and (iii) a
term loan in the aggregate principal amount of $3,500,000 (the “Five-Year Term Loan,” and together with the Three-Year
Term Loan and the Revolving Facility, the “Credit Facility”). The Three-Year Term Loan and the Five-Year Term Loan
were each funded in full on the Closing Date. Advances under the Revolving Facility are made by the Lender in its permitted discretion
(as defined in the Credit Agreement) and are not available while an Event of Default (as defined in the Credit Agreement) is continuing.
The Company used proceeds from the Credit Facility to pay off all of the outstanding obligations under that certain Amended and Restated
Loan Agreement, dated as of August 25, 2021 (as amended, the “Prior Loan Agreement”), by and among the Borrowers,
Stadco New Acquisition, LLC, Westminster Credit Holdings, LLC, and Beacon Bank & Trust, successor by merger to Berkshire Bank
(“Beacon”), including the promissory notes held by Beacon, and to pay fees and expenses related to the Credit Facility.
Additional advances under the Credit Facility may be used for general operating, working capital and other corporate purposes.
The initial term of the Credit
Agreement expires on November 30, 2029 (the “Renewal Date”), and the Credit Agreement automatically renews from
year to year thereafter unless sooner terminated. The Borrowers may terminate the Credit Agreement on the Renewal Date or on any anniversary
of the Renewal Date upon not less than 60 days’ prior written notice. Any other termination of the Credit Agreement by the Borrowers
prior to the end of its then-current term requires the Lender’s consent and may be conditioned on the payment of additional amounts
as set forth in the Credit Agreement. The Lender may terminate the Credit Agreement at any time upon not less than 120 days’ prior
written notice, and at any time while an Event of Default is continuing. If the Credit Agreement is terminated prior to the end of its
then-current term (other than by the Lender in the absence of a continuing Event of Default), the Borrowers are required to pay an early
termination fee equal to 2.0% of the Maximum Revolving Credit if such termination occurs prior to the first anniversary of the Closing
Date, 1.0% of the Maximum Revolving Credit if such termination occurs on or after the first anniversary but prior to the second anniversary
of the Closing Date, and 0.5% of the Maximum Revolving Credit if such termination occurs on or after the second anniversary of the Closing
Date. Upon any termination of the Credit Agreement, all outstanding obligations under the Credit Facility, including the Three-Year Term
Loan and the Five-Year Term Loan, become due and payable.
As part of the agreement,
the Borrowers paid closing costs of approximately $0.6 million, including legal, accounting, facility, and broker fees, which will be
amortized over the duration of the Credit Facility. Additionally, in connection with the closing, the Company issued 25,000 shares of
its common stock as part of its compensation to the broker that introduced the Company to the Lender, in a private placement exempt from
registration under the Securities Act of 1933, as amended (the “Securities Act”).
Advances under the Revolving
Facility are subject to a borrowing base equal to the sum of (i) up to 85% of the net amount of eligible accounts receivable (which
excludes, among other things, receivables unpaid more than 120 days after the invoice date) (the “Receivables Availability”)
and (ii) the lesser of (a) up to 40% of the net amount of eligible work-in-progress contracts (the “WIP Contracts Availability”)
and (b) $1,500,000. Advances under the Revolving Facility bear interest at a variable rate equal to (i) 0.75% above the JPMorgan
Chase Bank N.A. prime rate (the “Prime Rate”) for average daily balances that do not exceed the Receivables Availability
or the Maximum Revolving Credit; (ii) 1.25% above the Prime Rate for average daily balances that exceed the Receivables Availability
but do not exceed the WIP Contracts Availability or the Maximum Revolving Credit; and (iii) 4.25% above the Prime Rate for average
daily balances that exceed the sum of the Receivables Availability and the WIP Contracts Availability, or that exceed the Maximum Revolving
Credit. The Prime Rate floor for all borrowings under the Credit Facility is 4.00% per annum. Interest is payable monthly. While an Event
of Default is continuing, obligations under the Credit Agreement bear interest at a default rate equal to the Prime Rate plus 7.25% per
annum.
The Three-Year Term Loan is
to be repaid in monthly principal installments of $41,666.66 plus interest, commencing December 1, 2026, with the balance due on
the earlier of (a) November 1, 2029 or (b) the date of termination of the Credit Agreement. The Five-Year Term Loan is
to be repaid in monthly principal installments of $58,333.33 plus interest, commencing December 1, 2026, with the balance due on
the earlier of (a) November 1, 2031 or (b) the date of termination of the Credit Agreement. The Borrowers may prepay each
of the Three-Year Term Loan and the Five-Year Term Loan at any time without premium or penalty other than, if applicable, the early termination
fee described above. Outstanding amounts under each of the Three-Year Term Loan and the Five-Year Term Loan bear interest at a rate of
2.00% above the Prime Rate, increasing to 5.00% above the Prime Rate after maturity.
The Credit Facility is secured
by a security interest in substantially all personal property of the Borrowers, including deposit accounts, accounts receivable, inventory,
equipment, machinery, intellectual property, work-in-progress contracts and general intangibles, subject to permitted liens and customary
exclusions, and by a first mortgage on Ranor’s Westminster, Massachusetts facility, securing a maximum principal amount of $8,500,000,
granted pursuant to that certain Mortgage, Security Agreement and Financing Statement (the “Mortgage Agreement”) dated
as of November 3, 2026 by Ranor in favor of the Lender.
The Credit Agreement contains
customary representations, warranties and covenants, including covenants that restrict the incurrence of indebtedness, liens, investments
and certain payments, including dividends and distributions on the Company’s equity in excess of $250,000 in any fiscal year, and
prohibit them entirely while a default or Event of Default exists. The Borrowers are required to provide annual fiscal year-end financial
statements prepared on an audited basis and to maintain a minimum quarterly tangible net worth of not less than $5,500,000. The Revolving
Facility, the Three-Year Term Loan and the Five-Year Term Loan may each be accelerated upon the occurrence of an Event of Default. The
Credit Agreement contains customary Events of Default, as well as Events of Default triggered by, among other things, (i) a change
of control of the Company, (ii) a default under any lease of premises leased by a Borrower continuing beyond the applicable notice
and cure period, or the Lender’s receipt of notice from a landlord that a lease default has occurred or that a lease has been terminated,
(iii) the commencement of a proceeding by a governmental authority against a Borrower or an affiliate under environmental laws, (iv) the
Lender, in its permitted discretion, considering the obligations insecure and the Borrowers failing on demand to furnish additional collateral
or make payment satisfactory to the Lender, and (v) any of the officers of the Borrowers on the date of the Credit Agreement ceasing
to serve as officers of the Borrowers without being replaced by officers reasonably acceptable to the Lender within 120 days. Subject
to the lapse of any applicable cure period, a default under one or more of the Revolving Facility, the Three-Year Term Loan and/or the
Five-Year Term Loan could cause the acceleration of all outstanding obligations under the Credit Facility.
Other than in respect of the
Credit Agreement, the promissory notes for the Three-Year Term Loan and the Five-Year Term Loan, the Mortgage Agreement and the other
related loan and security documents, there is no material relationship between the Borrowers, on the one hand, and the Lender, on the
other hand.
The foregoing descriptions
of the Credit Agreement, the promissory notes evidencing the Three-Year Term Loan and the Five-Year Term Loan and the Mortgage Agreement
are qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 10.1,
10.2, 10.3 and 10.4, respectively, and are incorporated by reference herein.
| Item 1.02 | Termination of a Material Definitive Agreement. |
In
connection with the entry into the Credit Agreement and refinancing of the Company’s indebtedness under the new Credit Facility
described in Item 1.01 above, on November 3, 2026, the Company and its subsidiaries terminated the Prior Loan Agreement, which was
scheduled to mature on November 30, 2026. A description of the Prior Loan Agreement, as amended, is set forth under Item 1.01 of
the Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission on August 30, 2021, December 30,
2022, June 3, 2024 and October 28, 2026 and is incorporated by reference into this Item 1.02. All outstanding obligations under
the Prior Loan Agreement, including promissory notes held by Beacon, were repaid in full with proceeds from the Credit Facility, and the
liens and security interests securing the Prior Loan Agreement in favor of Beacon were released or terminated. The Company incurred no
material early termination penalties in connection with the termination of the Prior Loan Agreement.
Other
than in respect of the Prior Loan Agreement, the promissory notes made thereunder, the related security and guaranty documents and the
previously disclosed past borrowing relationship, there is no material relationship between the Borrowers and the other affiliates of
the Company party to the Prior Loan Agreement, on the one hand, and Beacon, on the other hand.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information presented above under Item 1.01
is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On November 9, 2026,
the Company issued a press release regarding entry into the Credit Agreement. 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 attached hereto as Exhibit 99.1 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. |
(d) Exhibits
|
Exhibit
Number |
Description |
| 10.1* |
Financing Agreement, dated as of November 3, 2026, by and among TechPrecision Corporation, Ranor, Inc., Stadco and Rosenthal & Rosenthal, Inc. |
| 10.2 |
Promissory Note, dated November 3, 2026, in the original principal amount of $1,500,000, made by TechPrecision Corporation, Ranor, Inc. and Stadco in favor of Rosenthal & Rosenthal, Inc. |
| 10.3 |
Promissory Note, dated November 3, 2026, in the original principal amount of $3,500,000, made by TechPrecision Corporation, Ranor, Inc. and Stadco in favor of Rosenthal & Rosenthal, Inc. |
| 10.4* |
Mortgage, Security Agreement and Financing Statement, dated as of November 3, 2026, by Ranor, Inc. in favor of Rosenthal & Rosenthal, Inc. |
| 99.1 |
Press Release dated November 9, 2026 |
| 104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
*Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules
and attachments have been omitted and certain portions of the exhibit have been redacted in accordance with Item 601(a)(6) of Regulation
S-K. A copy of any omitted schedule or attachment, and an unredacted copy of the exhibit, will be furnished supplementally to the Securities
and Exchange Commission upon request.
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: November 9, 2026 |
|
By: |
/s/ Phillip E. Podgorski |
| |
|
Name: |
Phillip E. Podgorski |
| |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
TechPrecision
Corporation Secures $10.0M Financing Agreement with Rosenthal Capital Group, Strengthening
Capital Structure
TechPrecision
signs $10.0M three-year financing agreement
Line
of Credit supports double-digit revenue growth
Underpins
historic backlog of $52.7M (as of June 30, 2026)
WESTMINSTER,
MA / ACCESS Newswire / November 9, 2026 / TechPrecision Corporation (NASDAQ:TPCS) ("TechPrecision" or "the Company"),
a custom manufacturer of precision, large-scale fabrication components and precision, large-scale machined metal structural components,
today announces that it has secured a new non-dilutive $10.0 million financing agreement with Rosenthal Capital Group. The three-year
agreement was finalized on November 3, 2026.
At the
time of closing, the Company utilized the Rosenthal Capital Group financing to pay off and close out its prior credit facility, consisting
of two term loans and a Revolving Line of Credit (“RLOC”) with Beacon Bank & Trust totaling approximately $5.8 million,
leaving $4.2 million in availability.
“We
appreciate Rosenthal Capital Group’s support for the long-term growth prospects of our commercialization strategy,” said Alexander
Shen, TechPrecision's Chief Executive Officer. “This financing agreement is a strategic step that strengthens our balance sheet
and helps to safeguard shareholder value as we carefully manage our long-term financial plans. The smooth amortization schedule for the
loans also provides the Company with ample liquidity, enabling us to invest in key business initiatives. Notably, this added financial
flexibility not only promises to deliver value to all of our shareholders, but also reinforces their confidence in the top-line growth
strategies of our Ranor and Stadco segments.”
The three-year,
non-dilutive $10.0 million loan agreement consists of a $3.5 million Term Loan amortized over five years, a $1.5 million Term Loan amortized
over three years, and a $5.0 million RLOC. Both the $3.5 million and $1.5 million Term Loans have an interest rate of the JP Morgan Chase
Prime rate plus 2.0%. The RLOC has an interest rate of the JP Morgan Chase Prime rate plus 0.75% when backed by accounts receivable, and
plus 1.25% when backed by work-in-progress (“WIP”) contract assets. The term loans can be prepaid without penalty, subject
to an early termination fee.
The agreement
contains one financial covenant, which requires the Company to maintain a tangible net worth of $5.5 million or greater. As of June 30,
2026, the Company’s tangible net worth was $7.6 million. The Company continues to make steady progress toward achieving double-digit
growth rates in both revenue and EBITDA, in line with its established plan to grow its strategic portfolio of clients and projects. Management
expects that this financing will alleviate the substantial doubt of continuing as a going concern as previously identified in prior reporting
periods.
Because
of the demand for staff resources allocated to the closing of this financing, the Company may be unable to file its Quarterly Report on
Form 10-Q for the period ended September 30, 2026 within the prescribed time period without unreasonable effort and expense
to the Company.
About
TechPrecision Corporation
TechPrecision
Corporation, through its wholly owned subsidiaries, Ranor, Inc. and Stadco, is a custom manufacturer of precision, large-scale
fabrication components and precision, large-scale machined metal structural components, with both ITAR-registered and compliant
subsidiaries generating over 95% of their revenue in the U.S. defense sector. Situated on approximately 65 acres with 145,000 square
feet of facilities in North Central Massachusetts, ISO 9001:2015-certified Ranor provides a full range of custom
solutions—including manufacturing engineering, materials management and traceability, high-precision heavy fabrication, heavy
high-precision CNC machining, portable CMM and NonDestructive Testing QC inspection, and final packaging—to produce precision
finished welded and machined components up to 100 tons. Operating across an approximately 183,000-square-foot industrial
multi-building complex in Los Angeles, California, Stadco (an AS 9100 D, ISO 9001:2015, and NADCAP NonDestructive Testing
certificate holder) supplies large mission-critical components and production tooling for high-profile military aircraft,
helicopter, and space programs to major defense and aerospace OEMs and prime contractors, leveraging end-to-end custom fabrication,
machining, fixed and portable CMM inspection, a large electron beam welding cell, and two NonDestructive Testing work cells. To
learn more about the Company, please visit the corporate website at http://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," "prospects," "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 our control, including health emergencies, like epidemics or pandemics, geopolitical conflicts, price inflation, interest rate
increases and supply chain disruptions; 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 tariffs, 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; 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:
Phillip Podgorski
Chief Financial Officer
TechPrecision Corporation
Phone: 978-874-0591
Email: podgorskip@Ranor.com
Website: www.TechPrecision.com |
Investor Relations Contact:
Hayden IR
Brett Maas
Phone: 646-536-7331
Email: brett@haydenir.com
Website: www.haydenir.com |
