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: June 30, 2025
¨ 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)
| x |
(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 June 30, 2025 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 June 30, 2025 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. The delay in filing the Form 10-Q is mechanical in nature from an audit standpoint as a result of resource limitations
and not due to fundamental issues with the Company’s financial results. The Company is working to expeditiously complete the preparation
of its financial statements and file the Form 10-Q as soon as reasonably possible.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Phillip Podgorski |
|
(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 file 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 June 30, 2025. The Company expects to report that revenue for the three
months ended June 30, 2025 were approximately $7.4 million, compared to revenue of $8.0 million for the three months ended June 30, 2024.
The Company expects to report gross profit of $1.0 million for the three months ended June 30, 2025, compared to gross profit of $0.2
million for the three months ended June 30, 2024. The Company expects to report that selling, general and administrative expenses for
the three months ended June 30, 2025 were approximately $1.5 million, compared to selling, general and administrative expenses of $1.6
million for the three months ended June 30, 2024.
All financial results for the three months ended June 30, 2025 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 first quarter results, do not present all information necessary for an understanding of the Company’s
financial performance as of and for the three months ended June 30, 2025 and should not be considered final until the Company files its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. During the course of the preparation of the Company’s financial
statements as of and for the three months ended June 30, 2025, 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 months ended June 30, 2025, expectations about the timing of the completion of the Company’s financial statements
for the fiscal quarter ended June 30, 2025, 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
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: August 15, 2025 |
By: |
/s/ Phillip Podgorski |
| |
|
|
Phillip Podgorski, Chief Financial Officer |
