Item 1.01 Entry into a Material Definitive Agreement.
Stadco Lease
On
The term of the Stadco Lease will expire on
The Stadco Lease contains customary default provisions allowing the Landlord to
terminate the Stadco Lease if
The descriptions of the Stadco Lease and the Lease Amendment are qualified in their entirety by reference to the full text of the Stadco Lease and the Lease Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
Five Crowns Agreement and Warrant
In connection with the Acquisition, the Company reached an agreement with
Under the terms of the Five Crowns Agreement, if after one year following the
closing of the transactions contemplated under the Five Crowns Agreement, the
Company's stock price does not have an average closing price of at least
The Five Crowns Agreement contains customary representations and warranties,
including representations from Five Crowns regarding its status as an
"accredited investor," its investment purpose and its free and clear ownership
of the
Upon closing of the Five Crowns Agreement, the Company issued the Warrant. The
Warrant entitles the holder to purchase 100,000 shares of the Company's common
stock at an exercise price of
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Also on the Closing Date, the Company completed its previously announced
acquisition of certain indebtedness obligations of
The foregoing descriptions of the Acquisition, the SPA and the Loan Purchase
Agreement in this Item 2.01 do not purport to be complete and are qualified in
their entirety by reference to each of (i) the SPA, a copy of which was filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 hereof under "Stadco Lease" and "Amended and Restated Loan Agreement" is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The information set forth in Item 2.01 hereof is incorporated by reference into this Item 3.02. In accordance with the SPA, the consideration for the Acquisition consisted of the Consideration Shares and such number of additional shares of common stock of the Company that the Company may issue in the future should the value of the Consideration Shares, as measured by recent trading prices for the Company's common stock, fall below the target value. The Consideration Shares and any such additional shares of common stock were or will be issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Regulation D promulgated thereunder.
The information set forth in Item 1.01 hereof under "Five Crowns Stock and Warrant Purchase Agreement," "Debt Conversion Agreements" and "PIPE Financing" is incorporated by reference into this Item 3.02. The offer and sale of the shares of the Company's common stock issued pursuant to the Five Crowns Agreement, the Five Crowns Warrant, the Debt Conversion Agreements and the PIPE Agreement will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
On the Closing Date, the Company issued a press release announcing the closing of the Acquisition, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated in this Item 7.01 of Form 8-K by reference. The information in this Item 7.01 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Financial statements of the acquired business are not included in this Current Report on Form 8-K. Such financial statements will be filed by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
Pro forma financial information relative to the acquired business is not included in this Current Report on Form 8-K. Such pro forma financial information will be filed by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(d) Exhibits Exhibit Number Description 2.1* Stock Purchase Agreement amongTechPrecision Corporation , Stadco NewAcquisition, LLC ,Stadco ,Stadco Acquisition, LLC and the stockholders ofStadco , dated as ofOctober 16, 2020 (incorporated by reference to Exhibit 2.1 to Form 8-K filedOctober 20, 2020 ). 2.2 Third Amendment to Stock Purchase Agreement, dated as ofJuly 20, 2021 , amongTechPrecision Corporation ,Stadco New Acquisition, LLC ,STADCO ,Stadco Acquisition, LLC andDouglas A. Paletz , as stockholders' representative (incorporated by reference to Exhibit 2.1 to Form 8-K filedJuly 26, 2021 ). 10.1Amended and Restated Standard Industrial /Commercial Single-Tenant Lease - Net, datedJuly 1, 2010 , between the Landlord andStadco 10.2* Amendment to theAmended and Restated Standard Industrial /Commercial Single-Tenant Lease - Net, effective as ofAugust 24, 2021 , between theStadco and the Landord. 10.3 Amended and Restated Loan Purchase and Sale Agreement, dated as ofApril 23, 2021 , betweenStadco New Acquisition, LLC andSunflower Bank, N.A. (incorporated by reference to Exhibit 10.1 to Form 8-K filedApril 29, 2021 ). 10.4 Amendment to Amended and Restated Loan Purchase and Sale Agreement, dated as ofJune 28, 2021 , betweenStadco New Acquisition, LLC ,STADCO ,Stadco Acquisition LLC andStadco Mexico, Inc. andSunflower Bank, N.A. (incorporated by reference to Exhibit 10.1 to Form 8-K filedJune 29, 2021 ). 10.5* Stock and Warrant Purchase Agreement, dated effective as ofAugust 24, 2021 , amongTechPrecision Corporation ,Stadco New Acquisition, LLC andFive Crowns Credit Partners, LLC 10.6* Warrant, issued as ofAugust 25, 2021 , byTechPrecision Corporation toFive Crowns Capital, LLC . 10.7 Debt Conversion Agreement, dated as ofAugust 25, 2021 , amongTechPrecision Corporation ,Stadco andDouglas A. Paletz . 10.8 Debt Conversion Agreement, dated as ofAugust 25, 2021 , amongTechPrecision Corporation ,Stadco andBabak Parsi . 10.9 Debt Conversion Agreement, dated as ofAugust 25 2021 , amongTechPrecision Corporation ,Stadco andVanguard Electronic Company . 10.10 Form of PIPE Agreement. 10.11 Amended and Restated Loan Agreement, dated as ofAugust 25, 2021 , amongRanor, Inc. ,Stadco New Acquisition, LLC ,Westminster Credit Holdings, LLC ,STADCO andBerkshire Bank . 99.1 Press Release, dated as ofAugust 26, 2021 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
* 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
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