UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
TechPrecision Corporation
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
878739101
(CUSIP Number)
|
Wynnefield Partners Small Cap Value, L.P. I 450 Seventh Avenue, Suite 509 New York, New York 10123 Attention: Mr. Nelson Obus |
Robert D. Straus 326 Watertown Street, #95081 Newton, MA 02458 |
Copy to:
Jeffrey S. Tullman, Esq.
Kane Kessler, P.C.
600 Third Avenue, 35th Floor
New York, New York 10016
(212) 541-6222
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 30, 2024
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨.
CUSIP No. 878739101
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13D/A | Page 2 of 14 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Partners Small Cap Value, L.P. I 13-3953291
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS (See Instructions) WC
| ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ¨
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 180,546 (See Item 5)
| |
| 8 | SHARED VOTING POWER 0 (See Item 5)
| ||
| 9 | SOLE DISPOSITIVE POWER 180,546 (See Item 5)
| ||
| 10 | SHARED DISPOSITIVE POWER 0 (See Item 5)
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,546 (See Item 5)
| ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
| ||
| 14 | TYPE OF REPORTING PERSON (See Instructions) PN
| ||
CUSIP No. 878739101
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13D/A | Page 3 of 14 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Partners Small Cap Value, L.P. 13-3688497
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS (See Instructions) WC
| ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ¨
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 114,857 (See Item 5)
| |
| 8 | SHARED VOTING POWER 0 (See Item 5)
| ||
| 9 | SOLE DISPOSITIVE POWER 114,857 (See Item 5)
| ||
| 10 | SHARED DISPOSITIVE POWER 0 (See Item 5)
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 114,857 (See Item 5)
| ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
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| 14 | TYPE OF REPORTING PERSON (See Instructions) PN
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CUSIP No. 878739101
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13D/A | Page 4 of 14 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS (See Instructions) WC
| ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ¨
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 72,396 (See Item 5)
| |
| 8 | SHARED VOTING POWER 0 (See Item 5)
| ||
| 9 | SOLE DISPOSITIVE POWER 72,396 (See Item 5)
| ||
| 10 | SHARED DISPOSITIVE POWER 0 (See Item 5)
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,396 (See Item 5)
| ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8%
| ||
| 14 | TYPE OF REPORTING PERSON (See Instructions) CO
| ||
CUSIP No. 878739101
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13D/A | Page 5 of 14 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Capital, Inc. Profit Sharing Plan
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS (See Instructions) WC
| ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ¨
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 65,806 (See Item 5)
| |
| 8 | SHARED VOTING POWER 0 (See Item 5)
| ||
| 9 | SOLE DISPOSITIVE POWER 65,806 (See Item 5)
| ||
| 10 | SHARED DISPOSITIVE POWER 0 (See Item 5)
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,806 (See Item 5)
| ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
| ||
| 14 | TYPE OF REPORTING PERSON (See Instructions) EP
| ||
CUSIP No. 878739101
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13D/A | Page 6 of 14 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Capital Management, LLC 13-4018186
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS (See Instructions) N/A
| ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ¨
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 295,403 (See Item 5)
| |
| 8 | SHARED VOTING POWER 0 (See Item 5)
| ||
| 9 | SOLE DISPOSITIVE POWER 295,403 (See Item 5)
| ||
| 10 | SHARED DISPOSITIVE POWER 0 (See Item 5)
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 295,403 (See Item 5)
| ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%
| ||
| 14 | TYPE OF REPORTING PERSON (See Instructions) OO
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CUSIP No. 878739101
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13D/A | Page 7 of 14 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Capital, Inc. 13-3688495
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS (See Instructions) N/A
| ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ¨
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 72,396 (See Item 5)
| |
| 8 | SHARED VOTING POWER 0 (See Item 5)
| ||
| 9 | SOLE DISPOSITIVE POWER 72,396 (See Item 5)
| ||
| 10 | SHARED DISPOSITIVE POWER 0 (See Item 5)
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,396 (See Item 5)
| ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8%
| ||
| 14 | TYPE OF REPORTING PERSON (See Instructions) CO
| ||
CUSIP No. 878739101
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13D/A | Page 8 of 14 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Nelson Obus
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS (See Instructions) N/A
| ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ¨
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 0 (See Item 5)
| |
| 8 | SHARED VOTING POWER 433,605 (See Item 5)
| ||
| 9 | SOLE DISPOSITIVE POWER 0 (See Item 5)
| ||
| 10 | SHARED DISPOSITIVE POWER 433,605 (See Item 5)
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 433,605 (See Item 5)
| ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%
| ||
| 14 | TYPE OF REPORTING PERSON (See Instructions) IN
| ||
CUSIP No. 878739101
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13D/A | Page 9 of 14 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Joshua Landes | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS (See Instructions) N/A
| ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ¨
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 0 (See Item 5)
| |
| 8 | SHARED VOTING POWER 433,605 (See Item 5)
| ||
| 9 | SOLE DISPOSITIVE POWER 0 (See Item 5)
| ||
| 10 | SHARED DISPOSITIVE POWER 433,605 (See Item 5)
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 433,605 (See Item 5)
| ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%
| ||
| 14 | TYPE OF REPORTING PERSON (See Instructions) IN
| ||
CUSIP No. 878739101
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13D/A | Page 10 of 14 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Straus Robert D | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ | ||
| 3 | SEC USE ONLY
| ||
| 4 | SOURCE OF FUNDS (See Instructions) PF
| ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) ¨
| ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 200,001 (See Item 5)
| |
| 8 | SHARED VOTING POWER 0 (See Item 5)
| ||
| 9 | SOLE DISPOSITIVE POWER 200,001 (See Item 5)
| ||
| 10 | SHARED DISPOSITIVE POWER 0 (See Item 5)
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,001 (See Item 5)
| ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
| ||
| 14 | TYPE OF REPORTING PERSON (See Instructions) IN
| ||
CUSIP No. 878739101
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13D/A | Page 11 of 14 Pages |
Item 1. Security and Issuer.
This Amendment No. 1 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on July 2, 2024 (the “Schedule 13D”) by the Reporting Persons (as defined in the Schedule 13D), with respect to the shares of common stock, $0.0001 par value per share, of TechPrecision Corporation (the “Issuer”), whose principal executive offices are located at 1 Bella Drive, Westminster, MA 01473. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
On July 30, 2024, Wynnefield Partners Small Cap Value, L.P. I and its affiliates (“Wynnefield”), and Robert D. Straus (together, with Wynnefield, the “Group”), issued a public letter (the “Letter”) to the Issuer’s stockholders regarding the election of directors to the Board of Directors of the Issuer at the Issuer’s 2024 Annual Meeting of Stockholders and the launch of the Group’s campaign website at www.rebuildTPCScredibility.com.
A copy of the Letter is attached hereto as Exhibit 4 and incorporated herein by reference.
Wynnefield Partners Small Cap Value, L.P. I; Wynnefield Partners Small Cap Value, L.P.; Wynnefield Small Cap Value Offshore Fund, Ltd.; Wynnefield Capital, Inc. Profit Sharing Plan; Wynnefield Capital Management, LLC; Wynnefield Capital, Inc.; Nelson Obus; Joshua Landes; and Robert D. Straus (collectively, the “Group”) together with General Victor Eugene “Gene” Renuart, Jr., U.S. Air Force (Ret.) are participants in the solicitation of proxies from stockholders in connection with the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of TechPrecision Corporation (the “Company”). The Group intends to file a proxy statement (the “2024 Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Annual Meeting unless it withdraws its nominations.
Promptly after any filing of its definitive 2024 Proxy Statement with the SEC, the Group intends to mail the definitive 2024 Proxy Statement and an accompanying universal proxy card to some or all stockholders pursuant to applicable SEC rules. STOCKHOLDERS ARE URGED TO READ THE 2024 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE GROUP WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, copies of the definitive 2024 Proxy Statement and any other documents filed by the Group with respect to the Company with the SEC in connection with the Annual Meeting at the SEC’s website (http://www.sec.gov).
You may stay abreast of information about our director nominees and the Group's campaign by visiting our campaign website at www.rebuildTPCScredibility.com.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is amended by the addition of the following:
| Exhibit 99.4 | Letter, dated July 30, 2024 |
CUSIP No. 878739101
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13D/A | Page 12 of 14 Pages |
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D/A is true, complete and correct.
Date: July 30, 2024
| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I | ||||
| By: | Wynnefield Capital Management, LLC, | |||
| its General Partner | ||||
| By: | /s/ Nelson Obus | |||
| Nelson Obus, Co-Managing Member | ||||
| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. | ||||
| By: | Wynnefield Capital Management, LLC, | |||
| its General Partner | ||||
| By: | /s/ Nelson Obus | |||
| Nelson Obus, Co-Managing Member | ||||
| WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. | ||||
| By: | Wynnefield Capital, Inc. | |||
| its Investment Manager | ||||
| By: | /s/ Nelson Obus | |||
| Nelson Obus, President | ||||
| WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN | ||||
| By: | /s/ Nelson Obus | |||
| Nelson Obus, Co-Trustee | ||||
CUSIP No. 878739101
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13D/A | Page 13 of 14 Pages |
| WYNNEFIELD CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Nelson Obus | ||
| Nelson Obus, Co-Managing Member | |||
| WYNNEFIELD CAPITAL, INC. | |||
| By: | /s/ Nelson Obus | ||
| Nelson Obus, President | |||
| /s/ Nelson Obus | |||
| Nelson Obus, Individually | |||
| /s/ Joshua H. Landes | |||
| Joshua H. Landes, Individually | |||
CUSIP No. 878739101
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13D/A | Page 14 of 14 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D/A is true, complete and correct.
Date: July 30, 2024
| /s/ Robert D. Straus | |
| Robert D. Straus, Individually |