TPCS — what changed in the latest 10-K

Text removed vs the prior filing · source: 10-K · 2025-07-30

• On November 22, 2023 we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Doerfer Corporation (the “Seller”), pursuant to which, we would acquire all of the issued and outstanding common stock of Votaw Precision Technologies, Inc. (“Votaw”), and after giving effect to such purc…

• Due to a change in certain conditions and events, it became probable that on March 31, 2024, the Company would be unable to close on the acquisition. On April 2, 2024, the Seller delivered to us written notice of its election to terminate the Purchase Agreement under Section 7.01(f) effective immedi…

• Since the Seller validly terminated the Purchase Agreement pursuant to Section 7.01(f) therein, the Company was required to pay to the Seller a termination fee, as the Seller’s exclusive remedy, consisting of 320,000 shares of the Company’s common stock issued into the name of the Seller (the “Stock…

• On April 29, 2024, we issued 320,000 shares of the Company’s common stock as the Stock Termination Fee. On May 2, 2024, the Company filed a registration statement on Form S-1, related to the offer and resale by the Seller of up to 320,000 shares of our common stock that were issued to the Seller as …

Text added vs the prior filing · source: 10-K · 2026-06-25

• Additionally, changes in international trade duties and other aspects of international trade policy, both in the U.S. and abroad, could materially impact the cost of raw materials. For example, as of early 2026, the U.S. imposed a 50% tariff under Section 232 of the Trade Expansion Act of 1962, as a…

• As a listed Nasdaq Stock Market (“Nasdaq”) company, we are subject to rules covering, among other things, certain major corporate transactions, the composition of our board of directors and committees thereof, the minimum bid price of our common stock and minimum stockholders’ equity. Nasdaq also ha…

• media’s coverage of us. This may result in lower prices for our common stock than might otherwise be obtained and could also result in a larger spread between the bid and asked prices for our common stock.

• accounting for the impairment of long-lived assets, and (iv) the segregation of duties among people and processes to mitigate risk and meet financial reporting objectives. See “—Material Weaknesses” and “—Management’s Remediation Plan” in the section titled “Item 9A. Controls and Procedures” for mor…

• While we have taken steps to enhance our internal control environment, we continue to address the underlying cause of the material weaknesses with a review of our internal controls, and may propose additional new controls, including those designed to raise the level of precision of management review…

Text removed vs the prior filing · source: 10-K · 2025-07-30

• Additionally, changes in international trade duties and other aspects of international trade policy, both in the U.S. and abroad, could materially impact the cost of raw materials. For example, from March 2018 until March 2021, the U.S. imposed an additional 25% tariff under Section 232 of the Trade…

• As a listed Nasdaq Stock Market (“Nasdaq”) company, we are subject to rules covering, among other things, certain major corporate transactions, the composition of our board of directors and committees thereof, the minimum bid price of our common stock and minimum stockholders’ equity. Nasdaq also ha…

• While we have taken steps to enhance our internal control environment, we have addressed the underlying cause of the material weaknesses with a review of our internal controls, and may propose additional new controls, including those designed to raise the level of precision of management review cont…

• We have processes in place to assess, identify, and manage material risks from cybersecurity threats. We and our subsidiaries currently rely heavily on products and services provided by third-party suppliers to operate certain critical business systems, including without limitation, cloud-based infr…

Text removed vs the prior filing · source: 10-K · 2025-07-30

• On October 30, 2023, the Company and one of its employees were named as defendants in an action alleging individual claims of discrimination and wage and hour violations, along with representative wage and hour claims brought pursuant to the California Private Attorneys General Act of 2004 (“PAGA”) …

Text added vs the prior filing · source: 10-K · 2026-06-25

• ●general industry and market conditions and growth rates, and

• Ranor, Inc. along with certain affiliates of the Company entered into the Loan Agreement with the Bank on August 25, 2021 under which, among other things, the Bank provided a revolving line of credit loan to the Borrowers (as defined below) which currently has a maximum principal amount of $4,500.

• Since March 31, 2026, Ranor and certain affiliates of the Company, collectively the “Borrowers”, entered into an additional amendment to the Loan Agreement which extended the maturity date of the Revolver Loan from May 15, 2026 to September 15, 2026.

• See “Liquidity, Capital Resources and Going Concern—Bank Term and Revolver Loans” below, for a discussion of the amended debt agreement and its impact on the Company’s liquidity and on-going operations.

• We have two wholly owned subsidiaries that are each a reportable segment, Ranor and Stadco. Each reportable segment focuses on the manufacture and assembly of specific components, primarily for defense and other precision industrial customers.

Text removed vs the prior filing · source: 10-K · 2025-07-30

• ●unexpected costs, charges or expenses resulting from the recently terminated Stock Purchase Agreement; and

• On November 22, 2023 we and the Seller, entered into the Purchase Agreement, pursuant to which, we would acquire all of the issued and outstanding common stock of Votaw, and after giving effect to such purchase, Votaw was to become our wholly owned subsidiary.

• Due to a change in certain conditions and events, it became probable that on March 31, 2024, the Company would be unable to close on the acquisition. On April 2, 2024, the Seller delivered to the Company written notice of its election to terminate the Purchase Agreement under Section 7.01(f) effecti…

• Also, under the Purchase Agreement, a registration statement was filed to effect the resale of the shares of common stock. Such registration was filed initially with the Securities and Exchange Commission on May 2, 2024, and was declared effective on January 31, 2025.

• Amendments to Amended and Restated Loan Agreement and Fourth Amendment to Second Amended and Restated Promissory Note