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TechPrecision (NASDAQ: TPCS) has announced the successful pricing and closing of a $2.3 million private placement. The transaction involved the purchase of 666,100 shares of common stock and an equal number of warrants, priced at $3.45 per unit. Each warrant has an exercise price of $4.00 per share, becomes exercisable six months post-issuance, and expires five years from issuance. The offering, facilitated by Wellington Shields & Co. , was conducted under Section 4(a)(2) of the Securities Act of 1933 and Regulation D. TechPrecision is required to file a registration statement within 30 days to cover the resale of the issued shares and warrants.
Positive
- TechPrecision raised $2.3 million in gross proceeds from a private placement.
- The private placement was successfully closed on July 8, 2024.
Negative
- The issued securities are currently unregistered and require a registration statement to be filed within 30 days.
The announcement of TechPrecision Corporation’s private placement of $2.3 million could have significant implications for the company’s financial health and investor outlook. The issuance of 666,100 shares of common stock, each accompanied by a warrant to purchase an additional share, indicates an attempt to raise capital without immediately diluting existing shareholder value excessively. The combined price of $3.45 per unit, with warrants exercisable at $4.00 per share, suggests confidence in the stock’s future performance.
The gross proceeds from this private placement will likely be used for growth initiatives, debt reduction, or working capital – essential for operational stability and potential expansion. This can be seen as a positive move, as it provides the company with additional resources without resorting to debt financing, which would have interest obligations. However, the issuance of new shares and warrants does imply potential dilution of existing shareholders’ stakes in the long term, particularly if the stock performs well and warrants are exercised.
For retail investors, it’s important to monitor how TechPrecision plans to utilize the raised funds. Investments in production capacity, technological advancements, or market expansion could lead to significant growth. On the other hand, ineffective use of this capital could lead to missed opportunities and a lack of shareholder value creation.
This private placement under Section 4(a)(2) of the Securities Act of 1933 and Regulation D, highlights TechPrecision Corporation’s compliance with federal securities laws to avoid the complexities of public registration. By opting for a private placement, the company can expedite the capital-raising process, engage sophisticated investors and maintain some confidentiality regarding its financial strategies.
However, the agreement to file an initial registration statement with the SEC for the resale of the newly issued shares and warrants implies that the company anticipates future liquidity for these securities. This provision is favorable for investors, ensuring that their investment in this private placement can be more easily liquidated once the shares are registered.
Retail investors should note the legal implications of these unregistered securities. Until the registration becomes effective, these securities are less liquid compared to those traded on public exchanges, potentially affecting their short-term investment choices.
WESTMINSTER, MA / ACCESSWIRE / July 8, 2024 / TechPrecision Corporation (NASDAQ:TPCS) (“TechPrecision” or “we,” “us” or “our”), announced today that it has entered into a securities purchase agreement with certain accredited investors for the purchase of 666,100 shares of its common stock and warrants to purchase up to an aggregate of 666,100 shares of common stock, in a private placement. The combined purchase price for one share of common stock and a warrant to purchase one share of common stock was $3.45. The warrants have an exercise price of $4.00 per share, will be exercisable beginning 6 (six) months after issuance, and will expire five years from the issuance date.
Wellington Shields & Co. LLC acted as the exclusive placement agent for the private offering.
The gross proceeds from the private placement offering were approximately $2.3 million. The private offering closed on July 8, 2024.
The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder, and have not been registered under the Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.
Under an agreement with the investors, the Company is required to file an initial registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issued to the investors, the warrants issued to the investors and the shares of common stock underlying the warrants described above within 30 calendar days and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 60 days following the closing date.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About TechPrecision Corporation
TechPrecision Corporation, through its wholly owned subsidiaries, Ranor, Inc. and STADCO, manufacture large-scale, metal fabricated and machined precision components and equipment. These products are used predominantly in the defense, aerospace, and precision industrial markets. TechPrecision’s goal is to be an end-to-end service provider to its customers by furnishing customized solutions for completed products requiring custom fabrication and machining, assembly, inspection, and testing. To learn more about the Company, please visit the corporate website at 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,” “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 of our control, including health emergencies, like epidemics or pandemics, the Russia-Ukraine and Israel-Hamas conflicts, price inflation, interest rate increases and supply chain inefficiencies; 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 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; general economic conditions; 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.
Company Contact:
Ms. Barbara Lilley
Chief Financial Officer
TechPrecision Corporation
Tel: 978-883-5102
Email: lilleyb@ranor.com
www.techprecision.com
Investor Relations Contact:
Hayden IR
Brett Maas
Phone: 646-536-7331
Email: brett@haydenir.com
SOURCE: TechPrecision Corp.
View the original press release on accesswire.com
FAQ
What was the amount TechPrecision raised in the private placement?
TechPrecision raised $2.3 million in the private placement.
What is the stock symbol for TechPrecision ?
The stock symbol for TechPrecision is TPCS.
When was the private placement for TechPrecision closed?
The private placement for TechPrecision was closed on July 8, 2024.
How many shares and warrants were issued in the TechPrecision private placement?
TechPrecision issued 666,100 shares of common stock and 666,100 warrants in the private placement.
What is the exercise price and expiration period for the warrants issued by TechPrecision?
The warrants have an exercise price of $4.00 per share, become exercisable six months post-issuance, and expire five years from the issuance date.
Under which section was the TechPrecision private placement conducted?
The TechPrecision private placement was conducted under Section 4(a)(2) of the Securities Act of 1933 and Regulation D.
What are the next steps for the securities issued in TechPrecision’s private placement?
TechPrecision must file a registration statement within 30 days to cover the resale of the issued shares and warrants.
