TECHPRECISION CORP

S-11 tm2413318d1_s1.htm S-1

As filed with the Securities and Exchange Commission on May 2, 2024

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TechPrecision Corporation

(Exact name of registrant as specified in its charter)

1 Bella Drive

Westminster, MA 01473

(978) 874-0591

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Barbara M. Lilley

Chief Financial Officer

1 Bella Drive

Westminster, MA 01473

(978) 874-0591

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Cecil E. Martin, III

McGuireWoods LLP

500 East Pratt Street, Suite 1000

Baltimore, MD 21202

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.¨

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 2, 2024

Preliminary Prospectus

Up to 320,000 Shares

Common Stock

This prospectus relates to the offer and sale, from time to time, by the selling securityholder named in this prospectus, or the “Selling Securityholder,” or any of their pledgees, donees, assignees and successors-in-interest, or collectively, the “permitted transferees,” of up to 320,000 shares of our common stock that were issued pursuant to the termination provision of that certain Stock Purchase Agreement, dated November 22, 2023, between the Company and Doerfer Corporation, an Iowa corporation.

We will not receive any proceeds from the sale of shares of common stock by the Selling Securityholder pursuant to this prospectus. However, we will pay the expenses, other than underwriting discounts and commissions and certain expenses incurred by the Selling Securityholder in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

We are registering the resale of the securities described above pursuant to certain registration rights we have granted. Our registration of the resale of the securities covered by this prospectus does not mean that the Selling Securityholder will offer or sell any of the securities. The Selling Securityholder and any of their permitted transferees may offer, sell or distribute all or a portion of the securities covered by this prospectus in a number of different ways and at varying prices. Additional information on the Selling Securityholder, and the times and manner in which they may offer and sell the securities covered by this prospectus, is provided under “Selling Securityholder” and “Plan of Distribution” in this prospectus.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our common stock is quoted for trading under the symbol “TPCS” on The Nasdaq Capital Market. On May 2, 2024, the closing price of our common stock was $5.07 per share.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is May , 2024.

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