Techprecision Corp美股招股说明书(2025-12-12版)

This prospectus relates to the offer and sale from time to time by the selling stockholders named in this prospectus (includingtheir permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Stockholders”) of up to 60,000shares of our common stock, par value $0.0001 per share issued by us pursuant to agreements with each of the Selling Stockholderseffective September 26, 2025 (the “Agreements”) regarding compensation for prior year service on the Board of Directors and otheractivities. We will not receive any proceeds from the sale of shares of common stock by the Selling Stockholders pursuant to thisprospectus. We will pay the expenses, other than underwriting discounts and commissions and certain expenses incurred by the SellingStockholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus. We are registering the resale of the securities described above pursuant to Agreements. Our registration of the resale of thesecurities covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the securities. The SellingStockholders and any of their permitted transferees may offer, sell or distribute all or a portion of the securities covered by thisprospectus in a number of different ways and at varying prices. Additional information on the Selling Stockholders, and the times andmanner in which they may offer and sell the securities covered by this prospectus, is provided under “Selling Stockholders,”“Determination of Offering Price” and “Plan of Distribution” in this prospectus. Our common stock is quoted for trading under the symbol “TPCS” on The Nasdaq Capital Market. On December 11, 2025,the closing price of our common stock was $4.35 per share. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page6 of thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthe securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this prospectus is December 11, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYTHE OFFERINGCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSMARKET AND INDUSTRY DATA AND FORECASTSRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYDETERMINATION OF OFFERING PRICEDESCRIPTION OF SECURITIES TO BE REGISTEREDSELLING STOCKHOLDERSMATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUS This prospectus is part of the registration statement that we filed with the Securities and Exchange Commission, or the“SEC,” pursuant to which the Selling Stockholders named herein may, from time to time, offer and sell or otherwise dispose of theshares of our common stock covered by this prospectus. As permitted by the rulesand regulations of the SEC, the registrationstatement filed by us includes additional information not contained in this prospectus. This prospectus and the documents incorporated by reference into this prospectus include important information about us, thesecurities being offered and other information you should know before investing in our securities. You should not assume that theinformation contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus orthat any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated byreference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It isimportant for you to read and consider all information contained in this prospectus, including the documents incorporated by referencetherein, in making your investment decision. You should also read and consider the information in the documents to which we havereferred you under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in thisprospectus. You should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in thisprospectus. We have not, and the Selling Stockholders have not, authorized anyone to give any information or to make anyrepresentation to you other than those contained or incorporated by reference in this prospectus. If anyone provides you with differentor inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell or the solicitation of an offerto buy securities in any jurisdiction to any person to whom it is unlawful to make