Form 8-K

8-K — TECHPRECISION CORP

Accession: 0001104659-26-095939

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001328792

SIC: 3440 (FABRICATED STRUCTURAL METAL PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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0001328792

2026-08-13

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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):

August 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.)

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 2.02

Results of Operations and Financial Condition.

On August 13, 2026, TechPrecision

Corporation issued a press release announcing its financial results for the three months ended June 30, 2026. A copy of the press release

is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item

2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference

in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release dated August 13, 2026

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: August 13, 2026

By:

/s/ Phillip E. Podgorski

Name:

Phillip E. Podgorski

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623163d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Company Contact:

Investor Relations Contact:

Phillip Podgorski

Hayden IR

Chief Financial Officer

Brett Maas

TechPrecision Corporation

Phone: 646-536-7331

Phone: 978-874-0591

Email: brett@haydenir.com

Email: podgorskip@Ranor.com

Website: www.haydenir.com

Website: www.TechPrecision.com

FOR IMMEDIATE RELEASE

TechPrecision Corporation Reports Fiscal Year

2027 First Quarter Financial Results

Consolidated Revenue and Gross Profit increased

by 23% and 36%, respectively.

Westminster,

MA – August 13, 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 reported financial results for the first quarter of fiscal year 2027, or three months ended June 30, 2026. The components that we

manufacture are customer designed and sold to customers in the defense and precision industrial markets. We have two wholly owned subsidiaries

that are each reportable segments, Ranor and Stadco.

Management will host a conference call on Thursday,

August 13, 2026, at 4.30 p.m. ET, to discuss our financial results for the first quarter of fiscal year 2027.

“For the first quarter of fiscal year 2027

the Company reported consolidated revenue of $9.1 million or 23% higher than the same period a year ago. Consolidated gross profit was

$1.4 million or 36% higher than the same period a year ago. Our Ranor segment executed on a favorable customer and project mix as revenue

and gross profit increased by 27% and 4%, respectively” stated Alexander Shen, TechPrecision’s Chief Executive Officer. “Our

Stadco segment executed on its strategic project mix change and revenue increased by 22%, and Stadco losses narrowed as cost of revenue

was virtually unchanged from the same period a year ago.”

“As a result of the favorable customer and

project mix at both segments, our net loss decreased by $0.4 million with equal EBITDA improvement,” stated Alexander Shen, TechPrecision’s

Chief Executive Officer.

“Customer confidence remains high with our

funded backlog reaching $52.7 million as of June 30, 2026, with approximately $22 million of additional unfunded purchase orders,”

Mr. Shen continued. “We expect to deliver this backlog over the next one to three fiscal years with expectations for gross margin

improvement throughout the period.”

“For the remainder of fiscal 2027, the Company

remains on track to deliver double-digit revenue growth and resulting EBITDA as we continue to execute on the strategic customer and project

mix plan,” stated Alexander Shen, TechPrecision’s Chief Executive Officer. The Company is holding to its FY 2027 guidance

of Revenue growth of +10% to $35.0M - $37.0M and EBITDA growth of +80% to $3.0M-$4.0M.

The following summary compares the three months

ended June 30, 2026 to the same prior year period:

Consolidated Financial Results - Three Months

Ended June 30, 2026

Revenue was $9.1 million, a 23% increase on a favorable customer and project mix at both segments.

Cost of revenue was $7.7 million, or a 21% increase in line with segment revenue growth.

Gross profit was $1.4 million, an increase of 36% primarily on higher revenue at both segments.

SG&A decreased by 3% primarily on a decrease in professional fees and office costs.

Operating loss was $45,000, a 90% improvement due primarily to the higher margin drop-through.

Interest expense decreased 21%, due to lower interest costs incurred on loans.

Net loss was $0.2 million, compared with net loss of $0.6 million in the same period a year ago.

Financial Position

On June 30, 2026, and March 31, 2026, the Company

had approximately $0.3 million and $0.4 million in cash, respectively. Working capital was negative $46,000 and total debt was $5.0 million

on June 30, 2026. Working capital was negative $0.4 million on March 31, 2026, and debt totaled $7.0 million. Negative working capital

reflects required classification of all debt obligations as current due to certain debt covenant violations.

Conference Call

The Company will hold a conference call at 4:30 p.m. Eastern (U.S.)

time on Thursday, August 13, 2026. To participate in the live conference call, please dial 1-888-506-0062 five to 10 minutes prior to

the scheduled conference call time. International callers should dial 1-973-528-0011. When prompted, reference TechPrecision and enter

code 723051.

A replay will be available until August 27, 2026. To access the replay,

dial 1-877-481-4010 or 1-919-882-2331. When prompted, enter Conference Passcode 54397.

The call

will also be available over the Internet and accessible at: https://www.webcaster5.com/Webcast/Page/2198/54397.

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. The manufacturing

operations of our Ranor subsidiary are situated on approximately 65 acres in North Central Massachusetts. Leveraging our 145,000 square

foot facilities, Ranor provides a full range of custom solutions to transform material into precision finished welded components and precision

finished machined components up to 100 tons: manufacturing engineering, materials management and traceability, high-precision heavy fabrication

(in-house fabrication operations include cutting, press and roll forming, welding, heat treating, assembly, blasting and painting), heavy

high-precision machining (in-house machining operations include CNC programming, finishing, and assembly), QC inspection including portable

CMM, NonDestructive Testing, and final packaging.

All manufacturing at Ranor is performed in accordance

with customer requirements. Ranor is an ISO 9001:2015 certificate holder. Ranor is a US defense-centric company with over 95% of its revenue

in the defense sector. Ranor is registered and compliant with ITAR.

The manufacturing operations of our Stadco subsidiary

are situated in an industrial self-contained multi-building complex comprised of approximately 183,000 square feet under roof in Los Angeles,

California. Stadco manufactures large mission-critical components on several high-profile military aircraft, military helicopter, and

military space programs. Stadco has been a critical supplier to a blue-chip customer base that includes some of the largest OEMs and prime

contractors in the defense and aerospace industries. Stadco also manufactures tooling, molds, fixtures, jigs and dies used in the production

of defense-centric aircraft components.

Our Stadco subsidiary, similar to Ranor, provides

a full range of custom solutions: manufacturing engineering, materials management and traceability, high-precision fabrication (in-house

fabrication operations include waterjet cutting, press forming, welding, and assembly) and high-precision machining (in-house machining

operations include CNC programming, finishing, and assembly), QC inspection including both fixed and portable CMM NonDestructive Testing,

and final packaging. In addition, Stadco features a large electron beam welding cell, and two NonDestructive Testing work cells, a unique

mission-critical technology set.

All manufacturing at Stadco is performed in accordance

with customer requirements. Stadco is an AS 9100 D and ISO 9001:2015 certificate holder and a NADCAP NonDestructive Testing certificate

holder. Stadco is a US defense-centric company with over 95% of its revenue in the defense sector. Stadco is registered and compliant

with ITAR.

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.

TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

June 30,

March 31,

(dollars in thousands, except share and per share data)

2026

ASSETS

Current assets:

Cash

$ 279

$ 431

Accounts receivable

3,073

2,488

Contract assets

10,400

10,808

Raw materials

2,025

1,927

Work-in-process

1,155

1,027

Other current assets

396

1,045

Total current assets

17,328

17,726

Property, plant and equipment, net

10,382

10,874

Right of use asset, net

3,407

3,550

Other noncurrent assets

122

Total assets

$ 31,239

$ 32,272

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Current liabilities:

Accounts payable

$ 3,452

$ 2,415

Accrued expenses

4,022

3,868

Income taxes payable

Contract liabilities

2,935

2,917

Customer deposits

1,252

Current portion of long-term lease liability

817

800

Current portion of long-term debt, net

4,865

6,884

Total current liabilities

17,374

18,167

Long-term lease liability

2,697

2,864

Other noncurrent liability

3,556

3,568

Total liabilities

23,627

24,599

Stockholders’ Equity:

Common stock - par value $.0001 per share, 50,000,000 shares authorized: Shares issued and outstanding: June 30, 2026 – 10,133,261 and 10,100,311; March 31, 2026 – 10,078,381 and 10,024,469, respectively.

Additional paid in capital

19,574

19,482

Accumulated deficit

(11,963 )

(11,810 )

Total stockholders’ equity

7,612

7,673

Total liabilities and stockholders’ equity

$ 31,239

$ 32,272

TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Three months ended June 30,

(dollars in thousands, except share and per share data)

2026

2025

Revenue

$ 9,096

$ 7,379

Cost of revenue

7,696

6,349

Gross profit

1,400

1,030

Selling, general and administrative

1,445

1,493

Loss from operations

(45 )

(463 )

Other (expense) income

(2 )

Interest expense

(106 )

(135 )

Total other expense, net

(108 )

(134 )

Loss before income taxes

(153 )

(597 )

Income tax expense (benefit)

---

Net loss

$ (153 )

$ (597 )

Net loss per share – basic and diluted

$ (0.02 )

$ (0.06 )

Weighted average number of shares outstanding – basic and diluted

10,100,311

9,757,846

TECHPRECISION CORPORATION

REVENUE, COST OF REVENUE, GROSS PROFIT BY SEGMENT

(Unaudited)

June 30, 2026

June 30, 2025

Changes

Percent

(dollars in thousands)

Amount

Revenue

Amount

Revenue

Amount

Percent

Revenue

Ranor

$ 5,461

60 %

$ 4,297

58 %

$ 1,164

27 %

Stadco

4,064

45 %

3,332

45 %

732

22 %

Intersegment elimination

(429 )

(5 )%

(250 )

(3 )%

(179 )

(72 )%

Consolidated Revenue

$ 9,096

100 %

$ 7,379

100 %

$ 1,717

23 %

Cost of revenue

Ranor

$ 4,315

48 %

$ 2,804

39 %

$ 1,511

54 %

Stadco

3,795

42 %

3,795

52 %

---

--- %

Intersegment elimination

(414 )

(4 )%

(250 )

(5 )%

(164 )

(66 )%

Consolidated Cost of revenue

$ 7,696

86 %

$ 6,349

86 %

$ 1,347

21 %

Gross profit (loss)1

Ranor

$ 1,560

17 %

$ 1,493

20 %

$ 67

4 %

Stadco

(160 )

(2 )%

(463 )

(6 )%

303

65 %

Consolidated Gross profit

$ 1,400

15 %

$ 1,030

14 %

$ 370

36 %

1Net

of intersegment eliminations

TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Three Months Ended June 30,

(in thousands)

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

$ (153 )

$ (597 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

698

701

Amortization of debt issue costs

Stock based compensation expense

Change in contract loss provision

178

(250 )

Loss on disposal of fixed assets

---

Changes in operating assets and liabilities:

Accounts receivable

(585 )

(602 )

Contract assets

408

510

Work-in-process and raw materials

(226 )

(337 )

Other current assets

649

Accounts payable

1,037

178

Accrued expenses

(222 )

Contract liabilities

922

Other noncurrent liabilities

(12 )

(129 )

Net cash provided by operating activities

1,898

646

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant, and equipment

(2,436 )

(1,250 )

Reimbursements for purchases of property, plant and equipment

2,420

2,226

Net cash (used in) provided by investing activities

(16 )

976

CASH FLOWS FROM FINANCING ACTIVITIES:

Debt issue costs

(13 )

(17 )

Revolver loan borrowings

6,553

2,755

Revolver loan payments

(8,400 )

(4,241 )

Payments of principal for leases

(1 )

(2 )

Repayments of long-term debt

(173 )

(169 )

Net cash used in financing activities

(2,034 )

(1,674 )

Net decrease in cash

(152 )

(52 )

Cash - beginning of period

431

195

Cash - end of period

$ 279

$ 143

EBITDA Non-GAAP Financial Measure

Three Months ended June 30,

(dollars in thousands)

2026

2025

Change

Net loss

$ (153 )

$ (597 )

$ 444

Interest expense (1)

106

135

(29 )

Depreciation and amortization

698

701

(3 )

EBITDA

$ 651

$ 239

$ 412

(1) Includes amortization of debt issue costs

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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