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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):
May 13, 2026
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 1.01 |
Entry into a Material Definitive Agreement |
As previously disclosed, on August 25, 2021,
Ranor, Inc. (“Ranor”), a wholly owned subsidiary of TechPrecision Corporation (the “Company”),
along with certain affiliates of the Company (together with Ranor, the “Borrowers”), entered into that certain Amended
and Restated Loan Agreement (as amended from time to time, the “Amended and Restated Loan Agreement”) with Beacon Bank &
Trust, successor by merger to Berkshire Bank (“Beacon”) under which, among other things, Beacon provides a revolving
line of credit loan to the Borrowers which currently has a maximum principal amount of $4,500,000 (the “Revolver Loan”).
Under the Amended and Restated Loan Agreement and related loan documents, as further amended, the Revolver Loan had a maturity date of
May 15, 2026. On May 13, 2026, Ranor and the other Borrowers entered into a Fourteenth Amendment to Amended and Restated Loan Agreement
and Tenth Amendment to Second Amended and Restated Promissory Note (the “Amendment”) with Beacon.
The Amendment, among other
things, (i) extends the maturity date of the Revolver Loan from May 15, 2026 to September 15, 2026, (ii) adds covenants from the
Borrowers to: (a) provide by July 31, 2026 (or such later date agreed by Beacon in its sole discretion) a term sheet for a refinancing
to repay outstanding obligations under the Amended and Restated Loan Agreement by September 15, 2026; if not provided by July 31, 2026,
then the Borrowers shall provide access to Beacon to conduct field examinations of all assets, and appraisals of all collateral, of Borrowers
at all locations where assets may be located; and (b) cooperate with and pay for a lender-ordered appraisal of one of the Company’s
properties; and (iii) adds a failure-to-perform fee of $15,000 if any amounts remain outstanding under the Amended and Restated Loan Agreement
after September 15, 2026, with nonpayment constituting an event of default.
Other than in respect of the Amended and Restated
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 Ranor, the Company and the other affiliates of the Company party thereto, on the
one hand, and Beacon, on the other hand. The description of the Amendment is qualified in its entirety by reference to the full text of
the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits. |
Exhibit
Number |
|
Description |
| 10.1 |
|
Fourteenth Amendment to Amended and Restated Loan Agreement and Tenth Amendment to Second Amended and Restated Promissory Note, executed on May 13, 2026, by and among Ranor, Inc., Stadco New Acquisition, LLC, Stadco, Westminster Credit Holdings, LLC and Beacon Bank & Trust, successor by merger to Berkshire Bank |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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: May 18, 2026 |
By: |
/s/ Phillip E. Podgorski |
| |
Name: |
Phillip E. Podgorski |
| |
Title: |
Chief Financial Officer |
