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): June 28, 2021
TECHPRECISION CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-51378 | 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 | ||
| N/A | N/A | N/A |
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 April 23, 2021, Stadco New Acquisition, LLC (“Acquisition Sub”), a wholly owned subsidiary of TechPrecision Corporation (the “Company”), Sunflower Bank, N.A. (“Sunflower Bank”), Stadco, Stadco Acquisition, LLC and Stadco Mexico, Inc. entered into an Amended and Restated Loan Purchase Agreement (the “Agreement”). On June 28, 2021, the parties to the Agreement entered into an Amendment to Amended and Restated Loan Purchase and Sale Agreement (the “Amendment”). The Amendment extends the outside date by which the parties thereto must consummate the transactions therein from fifteen (15) days following the anticipated closing date of June 15, 2021 to July 30, 2021.
There is no material relationship between Acquisition Sub or the Company, on the one hand, and Sunflower Bank, on the other hand, other than in respect of the Agreement. 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 |
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: June 29, 2021 | By: | /s/ Thomas Sammons | |
| Name: | Thomas Sammons | ||
| Title: | Chief Financial Officer | ||
| Exhibit 10.1 |
AMENDMENT TO AMENDED
AND RESTATED LOAN PURCHASE AND SALE
AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED LOAN PURCHASE AND SALE AGREEMENT (the “Amendment”), effective as of June 28, 2021, is by and among STADCO NEW ACQUISITION, LLC, a Delaware limited liability company (“Purchaser”), SUNFLOWER BANK, N.A. (“Seller”), Stadco, a California corporation (“Borrower”), STADCO ACQUISITION, LLC, a California limited liability company (“Stadco Acquisition”) and STADCO MEXICO, INC., Delaware corporation (collectively, with Stadco Acquisition, the “Guarantors”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Purchase Agreement (as defined below).
BACKGROUND
WHEREAS, whereas Purchaser, Seller, Borrower, and the Guarantors entered into that certain Amended and Restated Loan Purchase and Sale Agreement dated as of April 23, 2021 (the “Purchase Agreement”); and
WHEREAS, Purchaser, Seller, Borrower, and the Guarantors now desire to amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Amendment of Section 1.2. Section 1.2 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
“Closing to take place within fifteen (15) business days after notice by Seller that Borrower and Seller have filed for forgiveness of the PPP Loan with the U.S. Small Business Administration (“SBA”). As of the date of this Agreement, the Closing Date is anticipated to be on or about June 15, 2021, with a grace period until July 30, 2021, if required by the parties hereto to consummate the transactions described herein. If the SBA should reject the filing for forgiveness as incomplete or otherwise defective prior to the Closing, the Closing shall be postponed until the filing is rectified.”
2. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, portable document format or other electronic means shall be effective as delivery of a manually executed counterparty to this Amendment.
3. Governing Law. This Amendment shall be governed by and shall be construed in accordance with the laws of the State of Colorado. Except as modified by this Amendment, the Purchase Agreement shall remain in full force and effect without change.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Amended and Restated Loan Purchase and Sale Agreement on the day and year first above written.
| SELLER: | |||
| SUNFLOWER BANK, N.A. | |||
| By: | /s/ Kevin Krebaum | ||
| Name: | Kevin Krebaum | ||
| Title: | Special Asset Officer | ||
| PURCHASER: | |||
| STADCO NEW ACQUISITION, LLC | |||
| By: | /s/ Alexander Shen | ||
| Name: | Alexander Shen | ||
| Title: | Chief Executive Officer | ||
| BORROWER: | |||
| STADCO | |||
| By: | /s/ Douglas A. Paletz | ||
| Name: | Douglas A. Paletz | ||
| Title: | President | ||
| GUARANTORS: | |||
| STADCO Acquisition, LLC | |||
| By: | /s/ Babak Parsi | ||
| Name: | Babak Parsi | ||
| Title: | President | ||
| STADCO Mexico, Inc. | |||
| By: | /s/ Babak Parsi | ||
| Name: | Babak Parsi | ||
| Title: | President / Officer | ||
Signature Page to Amendment to Amended and Restated Loan Purchase Agreement