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: September 30, 2023
¨ 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 September 30, 2023 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 September 30, 2023 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 registrant expects that the financial statements and requisite review will be completed and the Form 10-Q
finalized in order to file the report within the 5-day extension period provided by Rule 12b-25.
PART
IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
Barbara M. Lilley |
|
(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 September 30, 2023. The Company expects to report that net sales for the
three months ended September 30, 2023 were approximately $8.0 million. The Company expects to report gross profit of $1.0 million for
the three months ended September 30, 2023. The Company expects to report that selling, general and administrative expenses for the three
months ended September 30, 2023 were approximately $1.6 million. The Company expects to report that net sales for the six months ended
September 30, 2023 were approximately $15.3 million. The Company expects to report gross profit of $1.7 million for the six months ended
September 30, 2023. The Company expects to report that selling, general and administrative expenses for the six months ended September
30, 2023 were approximately $2.9 million.
All financial results for the three and six months
ended September 30, 2023 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 and six months ended September 30, 2023 and should
not be considered final until the Company files its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. During the
course of the preparation of the Company’s financial statements as of and for the three and six months ended September 30, 2023,
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 and six months ended September 30, 2023, expectations about the timing of
the completion of the Company’s financial statements for the fiscal quarter ended September 30, 2023,
our future financial position, business strategy, new products, budgets, liquidity, cash flows, projected costs, regulatory approvals
or the impact of any laws or regulations applicable to us, 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 are made only as
of the date hereof. We do not undertake any obligation to update any such statements or to publicly announce the results of any revisions
to any of such statements to reflect future events or developments.
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: November 14, 2023 |
|
By: |
/s/ Barbara M. Lilley |
|
|
|
Barbra M. Lilley, Chief Financial Officer |
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