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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):
December 22, 2023
TECHPRECISION CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
000-41698 |
|
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, entered into that certain Amended and Restated Loan Agreement (as amended, the “Amended and
Restated Loan Agreement”) with Berkshire Bank under which, among other things, Berkshire Bank (i) continued a term loan made
to Ranor in the original principal amount of $2,850,000 (the “Ranor Term Loan”) and (ii) provided a revolving line
of credit loan to such affiliates in the maximum principal amount of $5,000,000 (the “Revolver Loan”). Under the Amended
and Restated Loan Agreement and related loan documents, the Ranor Term Loan has a maturity date of December 15, 2027 and the Revolver
Loan had a maturity date of December 20, 2023. On December 22, 2023, Ranor and certain affiliates of the Company entered into a Sixth
Amendment to Amended and Restated Loan Agreement and Second Amendment to Second Amended and Restated Promissory Note (the “Amendment”).
Effective December 20, 2023, the Amendment,
among other things (i) extends the maturity date of the Revolver Loan from December 20, 2023 to March 20, 2024; (ii) limits the use
of proceeds from the Revolver Loan by the Company or its affiliates to $1,000,000 in the aggregate for due diligence and related
professional costs incurred on or prior to March 20, 2024 in connection with any acquisitions; and
(iii) makes certain changes to the amount and methods of valuation of equipment securing repayment of the borrowed funds.
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 Berkshire Bank, 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. |
(d) Exhibits
* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and
attachments have been omitted. A copy of any omitted schedule or attachment will be furnished supplementally to the Securities and Exchange
Commission upon request.
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: January 5, 2024 |
By: |
/s/ Barbara M. Lilley |
| |
Name: |
Barbara M. Lilley |
| |
Title: |
Chief Financial Officer |
Exhibit 10.1
SIXTH
Amendment TO AmenDed and Restated LOAN AGREEMENT
AND
SECOND
AMENDMENT TO seCOND aMENDED AND rESTATED pROMISSORY nOTE
This SIXTH
Amendment TO Amended and Restated LOAN AGREEMENT AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED PROMISSORY NOTE (this “Agreement”)
is made effective as of December 20, 2023, by and among RANOR, INC., a Delaware corporation (“Ranor”), Stadco
New Acquisition, LLC, a Delaware limited liability company (the “Initial Stadco Borrower”), STADCO,
a California corporation (“Stadco”), Westminster Credit Holdings, LLC,
a Delaware limited liability company (“Westminster”; together with Ranor, Initial Stadco Borrower and Stadco,
jointly and severally, each a “Borrower” and collectively, the “Borrowers”), and BERKSHIRE BANK,
a savings bank organized and existing under the laws of the Commonwealth of Massachusetts (“Lender” or “Bank”),
successor by merger to Commerce Bank & Trust Company, in the following circumstances:
A. Lender
has made (i) a term loan to Ranor in the original principal amount of $2,850,000.00 (the “Ranor Term Loan”), which
Ranor Term Loan is evidenced by that certain Promissory Note dated December 20, 2016, made by Ranor in favor of Lender in the stated
principal amount of $2,850,000.00 (as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment
and the Fifth Amendment, each as hereafter defined, and as further amended, amended and restated, supplemented or otherwise modified from
time to time, the “Ranor Term Note”), (ii) a revolving line of credit loan to the Borrowers in the maximum principal
amount of $5,000,000.00 (the “Line of Credit”), which Line of Credit is evidenced by that certain Second Amended and
Restated Promissory Note dated August 25, 2021, made by the Borrowers in favor of Lender in the stated principal amount of $5,000,000.00
(as amended by the Fifth Amendment, as hereafter defined, and as further amended, amended and restated, supplemented or otherwise modified
from time to time, the “Line of Credit Note”) and (iii) a term loan to the Initial Stadco Borrower, Stadco and
Westminster in the original principal amount of $4,000,000.00 (the “Stadco Term Loan” and together with the Ranor Term
Loan and the Line of Credit, collectively, the “Loans”), which Stadco Term Loan is evidenced by that certain Promissory
Note dated August 25, 2021, made by the Initial Stadco Borrower, Stadco and Westminster in the stated principal amount of $4,000,000.00
(the “Stadco Term Note” and together with the Ranor Term Note and the Line of Credit Note, collectively, the “Notes”).
The Notes are governed by the Amended and Restated Loan Agreement by and between Borrowers and Lender dated August 25, 2021 (as amended
by that certain First Amendment to Amended and Restated Loan Agreement and First Amendment to Promissory Note (the “First Amendment”)
dated as of December 17, 2021, as further amended by that certain Second Amendment to Amended and Restated Loan Agreement and Second
Amendment to Promissory Note (the “Second Amendment”) dated as of March 18, 2022, as further amended by that certain
Third Amendment to Amended and Restated Loan Agreement and Third Amendment to Promissory Note (the “Third Amendment”)
dated as of June 16, 2022, as further amended by that certain Fourth Amendment to Amended and Restated Loan Agreement and Fourth
Amendment to Promissory Note (the “Fourth Amendment”) dated as of September 15, 2022, as further amended by that
certain Fifth Amendment to Amended and Restated Loan Agreement, Fifth Amendment to Promissory Note and First Amendment to Second Amended
and Restated Promissory Note (the “Fifth Amendment”) dated as of December 20, 2022, and as further amended, amended
and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Any capitalized terms used
but not expressly defined herein shall be given the same meaning given to such term in the Loan Agreement.
B. Borrowers
have requested that Lender extend the maturity of the Line of Credit and modify certain provisions of the Loan Agreement and Line of Credit
Note, and Lender has agreed to such modification on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration
of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:
1. Amendment
to Loan Agreement. The Loan Agreement is hereby amended as follows:
1.1 Section 2.2
of the Loan Agreement is hereby amended by inserting the following sentence at the end thereof:
“Notwithstanding
anything to the contrary herein, no more than $1,000,000 of Revolver Loan proceeds in the aggregate may be used for Borrowers’ or
Guarantor’s due diligence and related professional costs incurred on prior to March 20, 2024 associated with any potential
corporate acquisition. Borrowers and Guarantor shall promptly provide such documentation as is reasonably requested by Lender relating
to such expenditures.”
1.2 The
definition of “Appraised Value” in Section 2.3 of the Loan Agreement is hereby deleted in its entirety and following
is inserted in place thereof and substituted therefor:
“Appraised
Value” means the value of the Eligible Equipment as set forth on Schedule I attached hereto, which value was selected
by Lender in its reasonable discretion. Schedule I may be updated in Lender’s reasonable discretion upon receipt by Lender
of any updated appraisal reflecting a change in value of the Eligible Equipment.
1.3 Appendix
I of the Loan Agreement is hereby amended by deleting the definition of “Revolver Maturity Date” and inserting the following
definition in place thereof and substituted therefor:
“Revolver Maturity
Date” means March 20, 2024.
1.4 Schedule
I of the Loan Agreement is hereby deleted in its entirety and the attached Schedule I is inserted in place thereof and substituted
therefor.
2. Amendment
to Line of Credit Note. The Line of Credit Note is hereby amended as follows:
2.1 The
second paragraph on page 1 of the Line of Credit Note is hereby amended by deleting paragraph (a) in its entirety and the following
is inserted in place thereof and substituted therefor:
“(a) The
Borrowers shall pay interest only on the unpaid balance hereunder until paid in full, which interest shall be paid on each Interest Payment
Date. The aggregate unpaid principal balance of this Note shall be paid, plus any accrued and unpaid interest, on March 20, 2024.
Interest on the unpaid principal balance hereof from time to time outstanding shall be a fluctuating rate equal to, at the election of
the Borrowers, either (i) the Term SOFR Rate (or, if applicable under clauses (c), (d) or (e) of this Note, the Daily
Simple SOFR Rate or the Base Rate, as applicable), or (ii) the Adjusted Prime Rate, which fluctuating rate will change when the
Prime Rate changes. The Borrowers may elect to have the interest rate converted to the Term SOFR Rate (or, if applicable under clauses
(c), (d) or (e) of this Note, the Daily Simple SOFR Rate or the Base Rate, as applicable) or to the Adjusted Prime Rate, as
applicable, at any time during the term of this Note upon notice to the Bank at least two (2) Business Days prior to the end of
the existing Interest Period, if the Term SOFR Rate is in effect, or at least two (2) Business Days prior to the end of the month
if any other interest rate is in effect hereunder.”
3. Conditions
Precedent. The effectiveness of this Agreement is conditioned upon the occurrence of the following events, or the Lender’s receipt
of the following items, as applicable, in each case in form and content acceptable to the Lender:
3.1 a
fully-executed counterpart of this Agreement from the Borrowers and the Tech Guarantor, in form satisfactory to the Lender; and
3.2 receipt
by Lender of payment of all reasonable and documented fees and expenses incurred in connection with this Agreement for which invoices
have been presented to the Borrowers, including, without limitation, all reasonable legal fees and expenses.
4. All
security for the Loans and Notes now existing or hereafter granted to Lender, including without limitation all security evidenced, granted
or governed by the Loan Agreement as amended hereby, the Security Agreements, the Mortgage, and any guaranty given in connection with
the Loans or Notes, shall be security for the Loans, as amended hereby, and the Notes and for all obligations of Borrower under this Agreement,
under the Notes and under the Loan Agreement, as previously amended and as amended by this Agreement.
5. All
references to the Loan Agreement and the Line of Credit Note, respectively, wherever, whenever or however made or contained, are hereby
deemed to be references to the Loan Agreement and the Line of Credit Note, respectively, as previously modified and as modified by this
Agreement. By signing this Agreement in the space indicated below, each Borrower hereby affirms and restates all of the covenants and
agreements made and set forth in the Loan Agreement and does hereby warrant, represent and covenant that, after giving effect to this
Agreement, and except with respect to the Existing Default (as defined below), the representations and warranties in the Loan Agreement
are true, accurate and complete in all material respects on and as of the date hereof (provided, however, that such materiality qualifier
shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof,
and provided, further, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete
in all material respects as of such date). ALL OF THE PROVISIONS OF THE LOAN AGREEMENT AND THE LINE OF CREDIT NOTE, EACH AS AMENDED HEREBY,
REMAIN IN FULL FORCE AND EFFECT.
6. Borrowers
acknowledge that a certain Event of Default has occurred and is continuing under Section 8.2 of the Loan Agreement as a result
of Borrowers’ failure to satisfy the required minimum Debt Service Coverage Ratio for the twelve (12) month period ending September 30,
2023 as set forth in Section 6.10 of the Loan Agreement (the “Existing Default”). Borrowers further acknowledge
that this Agreement constitutes written notice pursuant to the Loan Documents of such Existing Default. Regardless of entering into this
Agreement or any discussions between Borrowers and Lender, Lender hereby expressly reserves any and all rights and remedies available
to it under the Loan Documents, the Collateral Documents, and under applicable law, including, without limitation, its right to choose
to accelerate and demand the outstanding indebtedness evidenced by the Loan Documents and seek immediate repayment in full, and institute
the default rate of interest as of the date of the occurrence of the default or at any time thereafter, as a result of any default or
event of default, including, without limitation, the Existing Default, that have arisen or may arise. No such discussions or the entering
into of this Agreement shall imply any course of conduct or any agreement on the part of Lender to waive any of its rights and remedies
or to forbear from taking any action authorized by the Loan Documents, the Collateral Documents, or by applicable law while discussions
continue. At no time shall any prior or subsequent course of conduct by Lender or the Borrowers directly or indirectly limit, impair or
otherwise adversely affect any of the Lenders rights, interests or remedies in connection with the Loan Documents or the Collateral Documents,
or obligate Lender to agree to, negotiate or consider any agreement to waive any obligation, default or event of default by Borrowers
under any Loan Document or to amend any term or condition of any Loan Document, except as expressly set forth herein or therein. Any delay
or forbearance by Lender in the enforcement or pursuit of any of its rights and remedies under the Loan Documents, under the Collateral
Documents, or under applicable law shall not constitute a waiver thereof, nor shall it be a bar to the exercise of Lender’s rights
or remedies at a later date.
7. By
signing this Agreement on behalf of the Borrowers in the space designated below, the individual so signing represents and warrants to
Lender that he or she has full power and authority to execute this Agreement and to bind such Borrower, and that all corporate actions
necessary to authorize and approve execution of this Agreement, and by such individual, have been taken prior to the execution hereof.
8. This
Agreement shall be binding upon and shall inure to the benefit of Borrowers and Lender, and their respective successors and assigns. This
Agreement has been made in the Commonwealth of Massachusetts and shall be governed, construed, applied and enforced in accordance with
the laws of said Commonwealth without resort to its conflict of laws rules. Wherever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable law; should any portion of this Agreement be declared invalid
for any reason in any jurisdiction, such declaration shall have no effect upon the remaining portions of this Agreement; furthermore,
the entirety of this Agreement shall continue in full force and effect in all jurisdictions and said remaining portions of this Agreement
shall continue in full force and effect in the subject jurisdiction as if this Agreement had been executed with the invalid portions thereof
deleted.
9. IN
THE EVENT THAT LENDER BRINGS ANY ACTION OR PROCEEDING IN CONNECTION HEREWITH IN ANY COURT OF RECORD OF MASSACHUSETTS OR THE UNITED STATES
IN MASSACHUSETTS, EACH BORROWER HEREBY IRREVOCABLY CONSENTS TO AND CONFERS PERSONAL JURISDICTION OF SUCH COURT OVER SUCH BORROWER BY SUCH
COURT. IN ANY SUCH ACTION OR PROCEEDING, EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES
THAT SERVICE THEREOF MAY BE MADE UPON SUCH BORROWER BY MAILING A COPY OF SUCH SUMMONS, COMPLAINT OR OTHER PROCESS BY CERTIFIED MAIL
TO SUCH BORROWER AT ITS ADDRESS REFERENCED IN THE LOAN AGREEMENT. EACH BORROWER AND LENDER HEREBY WAIVE TRIAL BY JURY IN ANY LITIGATION
IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED IN CONNECTION
HEREWITH, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER
ARISING BETWEEN BORROWERS AND LENDER.
10. This
Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile, email or other electronic format (.pdf or .tif) shall be effective as delivery of a manually
executed counterpart of this Agreement.
[Signatures appear on the following page]
IN WITNESS WHEREOF, the parties
hereto, by their duly authorized representatives, have executed this Agreement on the date first above written.
| |
RANOR, INC. |
| |
|
|
| |
By: |
/s/ Barbara Lilley |
| |
Name: |
Barbara Lilley |
| |
Title: |
Vice President – Finance |
| |
|
|
| |
Stadco New Acquisition, LLC |
| |
|
|
| |
By: |
/s/ Barbara Lilley |
| |
Name: |
Barbara Lilley |
| |
Title: |
Chief Financial Officer |
| |
|
|
| |
Westminster Credit Holdings, LLC |
| |
|
|
| |
By: |
/s/ Barbara Lilley |
| |
Name: |
Barbara Lilley |
| |
Title: |
Chief Financial Officer |
| |
|
|
| |
Stadco |
| |
|
|
| |
By: |
/s/ Barbara Lilley |
| |
Name: |
Barbara Lilley |
| |
Title: |
Assistant Secretary |
| |
|
|
| |
BERKSHIRE BANK |
| |
|
|
| |
By: |
/s/ Thomas McCarthy |
| |
Name: |
Thomas McCarthy |
| |
Title: |
Senior Vice President |
[Signature Page to Sixth Amendment]
CONSENT OF GUARANTORS
Each of the undersigned Guarantors
of the Obligations of the Borrowers, as applicable, as further described in the Loan Agreement, that certain Amended and Restated Unlimited
Guaranty dated as of August 25, 2021, by the Tech Guarantor in favor of the Lender (the “TechPrecision Guaranty”)
and that certain Unlimited Guaranty dated as of August 25, 2021, by the Stadco Borrowers in their respective capacities as guarantors
or Ranor’s Obligations (the “Stadco Guaranty” and together with the TechPrecision Guaranty, the “Guaranties”
and each a “Guaranty”), hereby consents to the execution of the foregoing Agreement, hereby waives any claims, offsets
or defenses which might otherwise arise by reason of the execution of the foregoing, and hereby ratifies and affirms its respective Guaranty,
and all agreements securing such Guaranties, all of which shall remain in full force and effect until Borrowers’ Obligations have
been paid and performed in full to Lender’s satisfaction. Each of the undersigned Guarantors hereby agrees that, as of the date
hereof, it has no claim or defense of any kind by way of offset or otherwise to the payment and satisfaction in full of Borrowers’
or such undersigned Guarantor’s obligations under said documents or to the extent that such a claim or defense may exist, such undersigned
Guarantor hereby waives it in consideration of the execution of the Agreement. Each of the undersigned Guarantors further waives any and
all defenses arising by reason of (a) any and all amendments or modifications of any documents or instrument, (b) any and all
alterations, accelerations, extensions or other changes in the time or manner of payment or performance of Obligations, (c) the release,
substitution or addition of any collateral or any guarantees, (d) any failure of the Lender to give notice of default to Borrowers
or such undersigned Guarantor, (e) any failure of the Lender to pursue any Borrower or any of its property with due diligence, (f) any
failure of the Lender to resort to collateral or to remedies which may be available to it, (g) any and all defenses arising out of
the relationship of the undersigned to Borrowers, and none of the defenses shall operate to release the undersigned as guarantor, (h) all
rights of Borrowers, and (i) the benefit of all other principles or provisions of law, statutory or otherwise, which are or might
be in conflict with the terms hereof.
The failure or refusal
of any of the undersigned Guarantors to execute this Consent of Guarantors shall not void such Guarantor’s Obligations, nor shall
such failure or refusal be grounds for any relief of such undersigned Guarantor from its Obligations.
| Guarantor: |
|
| |
|
| TechPrecision Corporation |
|
| |
|
|
| By: |
/s/ Barbara Lilley |
|
| Name: |
Barbara Lilley |
|
| Title: |
Chief Financial Officer |
|
(Signatures continue on the following page)
| Stadco New Acquisition, LLC |
|
| |
|
| By: |
/s/ Barbara Lilley |
|
| Name: |
Barbara Lilley |
|
| Title: |
Chief Financial Officer |
|
| |
|
| Westminster Credit Holdings, LLC |
|
| |
|
| By: |
/s/ Barbara Lilley |
|
| Name: |
Barbara Lilley |
|
| Title: |
Chief Financial Officer |
|
| |
|
| Stadco |
|
| |
|
| By: |
/s/ Barbara Lilley |
|
| Name: |
Barbara Lilley |
|
| Title: |
Assistant Secretary |
|
SCHEDULE I
[intentionally omitted]
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