Sec Form 13D Filing - WYNNEFIELD PARTNERS SMALL CAP VALUE LP I filing for TECHPRECISION CORP (TPCS) - 2024-07-30

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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

 

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

 

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%

 

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

       

 

 

 

 

CUSIP No. 878739101

 

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.)

 

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

 

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

 

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

 

       

 

 

 

 

CUSIP No. 878739101

 

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

 

13D/A Page 8 of 14 Pages

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

Nelson Obus

 

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

 

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

 

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

 

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

 

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,
  0;   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

 

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

 

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