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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
​
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.  )
​
Filed by the Registrant R☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
£☒
Preliminary Proxy Statement
​
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
​
☐
Check the appropriate box:
R Preliminary Proxy Statement.
£Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)).
£Definitive Proxy Statement.
£Definitive Additional Materials.
£Soliciting Material under §240.14a-12.
Definitive Proxy Statement
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☐
Definitive Additional Materials
​
☐
Soliciting Material under §240.14a-12
​
TECHPRECISION CORPORATION
​
(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
​
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
RNo fee required.
​
£Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐
Fee paid previously with preliminary materials.
(1)Title of each class of securities to which transaction applies:
​
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
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(2)Aggregate number of securities to which transaction applies:
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(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


(4)Proposed maximum aggregate value of transaction:


(5)Total fee paid:


£  Fee paid previously with preliminary materials:



£Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:


(2)Form, Schedule or Registration Statement No.:


(3)Filing Party:


(4)Date Filed:

TECHPRECISION CORPORATION
, 2012
2022​
Dear Stockholder:
It is my pleasure to invite you to attend the Annual Meeting of Stockholders of TechPrecision Corporation. The meeting will be held virtually on                 , 20122022 at      , Eastern Time at                                                                                                                                  .Time. The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be conducted at the meeting. We have also included with this letter a copy of our 2022 Annual Report, which comprises our Annual Report on Form 10-K for the fiscal year ended March 31, 2022.
If you plan to attendWe will hold our annual meeting in virtual format only via live audio webcast, instead of holding the meeting in Westminster, Massachusetts or at any physical location. You or your proxyholder may participate, vote and you hold your shares in registered form,examine our stockholder list at the virtual annual meeting by visiting https:// www.cstproxy.com/techprecision/2022 and not through a bank, brokerage firm or other nominee, please markusing the appropriate box oncontrol number provided with your proxy card. If you plan to attend and your shares are held by a bank, brokerage firm or other nominee, please send written notification to 3477 Corporate Parkway, Suite 140, Center Valley, PA 18034, Attention: Richard Fitzgerald, and enclose evidence of your ownership (such as a letter from the bank, brokerage firm or other nominee confirming your ownership, or a bank or brokerage firm account statement).  The names of all those indicating they plan to attend will be placed on an admission list held at the registration desk at the entrance to the meeting.
materials.
It is important that your shares be represented at the meeting, regardless of the number you may hold. Whether or not you plan to attend, if you hold your shares in registered form, please sign, date and return your proxy card as soon as possible.possible or vote by mobile device or electronically over the Internet. If, on the other hand, you hold your shares through a bank, brokerage firm or other nominee, please sign, date and returnfollow the voting instructions provided to you by your bank, brokerage firm or other nomineenominee. We encourage you to vote by proxy to ensure that your shares are represented and voted at the enclosed voting instruction form, ormeeting, even if you prefer,plan on attending the meeting virtually.
I look forward to virtually seeing you can vote by telephone or through the Internet in accordance with instructions set forth in the enclosed voting instruction form.on                 , 2022.
Sincerely,
Ilook forward to seeing you on         .
[MISSING IMAGE: sg_alexandershen-bw.jpg]
Sincerely,
James S. Molinaro
Chief Executive Officer
Alexander Shen
Chief Executive Officer
 
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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1 Bella Drive
Westminster, MA 01473
Main: (978) 874-0591
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date:          , 2022
     , 2012
Time: Eastern Time
Location: https://www.cstproxy.com/techprecision/2022


     , 2012
Dear Stockholder:
You are invited to theThe Annual Meeting of Stockholders of TechPrecision Corporation. WeCorporation will hold the meetingbe held at the time and placevirtual location noted above. At the meeting, we will ask you to:
1.   Elect four directors: Robert A. Crisafulli, Andrew A. Levy, Richard S. McGowan and Walter M. Schenker;
1.Elect six directors: Philip A. Dur, Michael R. Holly, James S. Molinaro, Robert G. Isaman, Andrew A. Levy and Leonard M. Anthony;
2.   Consider and ratify the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023;

3.   Approve an amendment to our Certificate of Incorporation to (i) effect a reverse stock split of our outstanding common stock at an exchange ratio of between 1-for-2 and 1-for-5, such ratio to be determined by our board of directors, at any time prior to March 31, 2023, the implementation and timing of which shall be subject to the discretion of our board of directors and (ii) if and when the reverse stock split is effected, reduce the number of authorized shares of our common stock from 90,000,000 to 50,000,000;
2.Consider and ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2013;
4.   Approve the compensation of our Named Executive Officers (as defined herein), in an advisory vote;
5.   Approve the frequency with which we will hold an advisory vote on the compensation of our Named Executive Officers, in an advisory vote; and
3. Approve an amendment to our Certificate of Incorporation to effect a reverse stock split of our outstanding common stock at an exchange ratio no greater than 1-for-2, such ratio to be determined by our board of directors, at any time prior to the one year anniversary of the Annual Meeting of Stockholders, the implementation and timing of which shall be subject to the discretion of our board of directors; and

6.   Transact any other business properly brought before the meeting.
4. Transact any other business properly brought before the meeting.
You may vote if you were the record owners of TechPrecision Corporation common stock at the close of business on                 , 2022, the record date. A list of stockholders of record will be available at https://www.cstproxy.com/techprecision/2022, (the website for the annual meeting) during the annual meeting and, during the 10 days prior to the annual meeting, at our principal executive offices located at 1 Bella Drive, Westminster, Massachusetts 01473.
Your vote is important. To be sure your vote counts and assure a quorum, please vote, sign, date and return the enclosed proxy card or voting instruction formvote by mobile device or over the Internet as soon as possible, regardless of whether or not you plan to virtually attend the meeting; or if you prefer and if you hold your shares through a bank, brokerage firm or other nominee, please follow the instructions on the enclosed voting instruction form for voting provided by Internetyour bank, brokerage firm or by telephoneother nominee, regardless of whether or not you plan to attend the meeting in person.virtually.
By order of our board of directors,
Richard F. Fitzgerald,
Chief Financial Officer
You will not be admitted to the Annual Meeting of Stockholders without proper identification (such as a driver’s license or passport) and either proof of your ownership of our common stock or proof that you hold a valid proxy from a stockholder who held our common stock asboard of the record date of the Annual Meeting of Stockholders.directors,
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Registration will begin at           Eastern Time.  Please allow ample time for check-in. Please bring proper identification and evidence of either your stock ownership or the grant of any valid proxy you hold with you in order to be admitted to the Annual Meeting of Stockholders.  If your shares (or the shares of the stockholder who granted you the proxy) are held in the name of a bank, broker, or other nominee holder and you plan to attend the Annual Meeting of Stockholders in person, please bring a copy of your broker statement, the proxy card mailed to you by your bank or broker or other proof of ownership of our common stock (or the equivalent proof of ownership as of the close of business on the record date of the stockholder who granted you the proxy).
Cameras, cell phones, recording equipment, and other electronic devices will not be permitted at the meeting.
Alexander Shen,
Chief Executive Officer
 
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PROXY STATEMENT
This Proxy Statement, the accompanying proxy card and our Annual Report to Stockholders for our fiscal year endingended March 31, 20122022 (“fiscal 20122022”) are being mailed, beginning on or about           , 2012,2022, to the owners of all outstanding shares of common stock, $0.0001 par value $0.0001 per share (“Common Stock”), of TechPrecision Corporation (referred to as “we,” “us,” “our,” “TechPrecision,” or the “Company”) as of           , 2022, the record date (the “Record Date”), in connection with the solicitation of proxies by our board of directors for our Annual Meeting of Stockholders (the “Annual Meeting”). This proxy procedure is necessary to permit all stockholders, manysome of whom aremay be unable to attend the Annual Meeting virtually, to vote.vote on the matters described in this Proxy Statement. Our board of directors encourages you to read this document thoroughly and to take this opportunity to vote on the matters to be decided at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON                 , 2012.2022.
The proxy statement and the annual report to stockholders are available at

http://www.techprecision.com/reports_and_proxy.html
 
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Table of Contents
​​Pg.​Page​
I.
Information About Voting
3​​​​1​​
Solicitation of Proxies
3​​​​1​​
Agenda Items
3​​​​1​​
Who Can Vote
3 ​​​​1​​
How to Vote
3​​​​1​​
Broker Non-Votes
Use of Proxies​4​​​2​​
Broker Non-Votes4
Revoking a Proxy or Changing Your Vote
4​​​​2​​
Quorum Requirement
5​​​​3​​
Vote Required for Action
5​​​​3​​
II.
Recommendation of our Board of Directors
​​​​4​​
Proposal One –— Election of Directors
6​​​​5​​
III.
Corporate Governance
7​​​​6​​
IV.
Directors/Nominees
​​​​6​​
Information About theOur Board of Directors
10​​​​7​​
Meetings
Meetings​10​​​7​​
Independence
Independence​10​​​7​​
Board Structure and Role in Risk Oversight
10​​​​7​​
Director Nomination Process
10​​​​8​​
Compensation-Setting Process
Stockholder Communications​11​​​8​​
Stockholder Communications
Committees​11​​​9​​
Committees
Audit Committee​11​​​9​​
Employee, Officer and Director Hedging
Compensation Committee​12​​​9​​
Compensation Committee Interlocks12
Board of Directors Compensation
12​​​​9​​
 Fees for Employee Directors12
 Fee and Equity Awards for Non-Employee Directors13
 Non-Employee Director Compensation Table13
V.
Security Ownership of TechPrecision
14​​​​11​​
Security Ownership of Certain Beneficial Owners and Management
14​​​​11​​
VI.
Changes in Control
Executive Compensation​16​​​12​​
Executive Compensation
​​​​13​​
Summary Compensation Table
16​​​​13​​
Outstanding Equity Awards at Fiscal Year-End Table
17​​​​13​​
Employment Agreements
Employment and Executive Consulting Agreements​17 ​​​14​​
2006
2016 Long-Term Incentive Plan
20​​​​15​​
Additional Retirement Benefits
​​​​15​​
Compensation Policies and Practices and Risk Management
20​​​​16​​
VII.
Related Party Transactions
21​​​​16​​
Certain Relationships and Related Transactions
21​​​​16​​
VIII.
Proposal Two -— Ratification of the Selection of KPMGMarcum LLP as ourOur Independent Registered
Public Accounting Firm for the Fiscal year Ending MarckYear ending March 31, 20132022
22
​		​​​17​​
IX.
Audit Committee Report
23​​​​18​​
Principal Accountant Fees
Audit Fees​24​​​19​​
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
24​​​​19​​
X.
Proposal Three –— Reverse Stock Split and Decrease in Authorized Shares
25​​​​20​​

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​​​Page​
Proposal Four — Advisory Vote to Approve the Compensation of Our Named Executive Officers
Purposes of the Reverse Stock Split​​​​26​​
Proposal Five — Advisory Vote on Whether the Advisory Vote to Approve the Compensation of Our Named Executive Officers Should Occur Every One, Two or Three Years
Potential Risks of the Reverse Stock Split​26​​​27​​
Other Matters
Effective Date​27​​​28​​
Other Business to be Conducted at the Annual Meeting
Principal Effects of the Reverse Stock Split​27 ​​​28​​
Accounting Consequences29
No Appraisal Rights30
No Going Private Transaction30
Interests of Certain Persons in the Proposal30
Federal Income Tax Consequences of the Reverse Stock Split30
XI.Other Matters33
Section 16(a) Beneficial Ownership Reporting Compliance33
Stockholder Proposals for the 20102023 Annual Meeting
33​​​​28​​
Expenses Relating to this Proxy Solicitation
33​​​​28​​
Householding
Appendix A​A-1​​​28​​
Where You Can Find More Information
​​​​29​​
 

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I. INFORMATION ABOUT VOTING
Solicitation of Proxies
Our board of directors is soliciting proxies for use at the Annual Meeting to be in virtual format on                 , 20122022 at           , Eastern Time, at https://www.cstproxy.com/techprecision/2022 (the website for the Annual Meeting), and any adjournments of that meeting.
Agenda Items
The agenda for the Annual Meeting is to:
1.   Elect four directors: Robert A. Crisafulli, Andrew A. Levy, Richard S. McGowan and Walter M. Schenker;
2.   Consider and ratify the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023;
1. Elect six directors: Philip A. Dur, Michael R. Holly, James S. Molinaro, Robert G. Isaman, Andrew A. Levy and Leonard M Anthony;
3.   Approve an amendment to our Certificate of Incorporation to (i) effect a reverse stock split of our outstanding common stock at an exchange ratio of between 1-for-2 and 1-for-5, such ratio to be determined by our board of directors, at any time prior to March 31, 2023, the implementation and timing of which shall be subject to the discretion of our board of directors and (ii) if and when the reverse stock split is effected, reduce the number of authorized shares of our common stock from 90,000,000 to 50,000,000;
4.   Approve our Named Executive Officers’ compensation, in an advisory vote;
2.5.   Approve the frequency with which we will hold an advisory vote on the compensation of our Named Executive Officers, in an advisory vote;
6.   Transact any other business properly brought before the meeting.
Consider and ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2013 (“fiscal 2013”);
3.Approve an amendment to our Certificate of Incorporation to effect a reverse stock split of our outstanding common stock at an exchange ratio no greater than 1-for-2, such ratio to be determined by our board of directors, at any time prior to the one year anniversary of the Annual Meeting, the implementation and timing of which shall be subject to the discretion of our board of directors; and
4.Conduct other business properly brought before the meeting.
Who Can Vote
You can vote at the Annual Meeting if you are a holder of Common Stock onas of the record date. The record date is the close of business on           , 2012.2022. You will have one vote for each share of Common Stock.Stock you hold. As of           , 2012,2022, there were                 shares of Common Stock outstanding and entitled to vote.
How to Vote
For Shares Held Directly in the Name of the Stockholder
If you hold your shares in registered form and not through a bank, brokerage firm or other nominee, you may vote your shares in one of twofour ways:
•
Electronically at the meetingIn Person.  .   If you chooseattend the virtual Annual Meeting, you may vote electronically at the Annual Meeting. To attend, you must go to the meeting website at https://www.cstproxy.com/techprecision/2022 and enter the 12- or 16-digit control number found on your proxy card or voting instruction form. Please note you will only be able to attend, participate and vote in person, you can come to the Annual Meeting and cast your vote in person; orusing this website.
​
•
Voting By Mail.If you choose to vote by mail, complete the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided. If you sign your proxy card and return it without marking any voting instructions, your shares will be voted at the Annual Meeting for all the director nominees and in favor of each of Proposals 2, 3 and 4 listed above under “— Agenda Items,” and in favor of “one year” with respect to the proposals presented atvote on the Annual Meeting.frequency of an advisory vote on our Named Executive Officers;
​
•
By Mobile voting using a smartphone or tablet.   If you choose to vote by mobile device, scan the QR Barcode imprinted on the proxy card using either a smartphone or tablet, and you will be taken directly to the internet voting site; or
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•
By Internet.   If you choose to vote electronically over the Internet, visit proxyvote.com and following the instructions on your proxy card.
​
For Shares Held Through a Bank, Brokerage Firm or Other Nominee
If you hold your shares through a bank, brokerage firm or other nominee, you may vote your shares in any one of three ways:
In Person.  If you choose to vote in person at the Annual Meeting, you must obtain a legal proxywill receive instructions from yourthat bank, brokerage firm or other nominee authorizing youon how to vote. You must follow these instructions in order for your shares to be voted.
Use of Proxies
A proxy is your legal designation of another person to vote your shares on your behalf at the Annual Meeting. You can then comeThe person you designate is called a proxy. When you designate someone as your proxy in a written document, that document also is called a proxy or proxy card. The proxy card accompanying this Proxy Statement is solicited by the Company’s Board of Directors for the Annual Meeting. By signing and returning it, you will be designating Alexander Shen and Thomas Sammons as proxies to vote your shares at the Annual Meeting based on your direction. You also may designate your proxies and castdirect your vote in person;
3
Voting By Mail.  If you choose to votevotes by mail, complete and return to your bank, brokerage firmmobile device or other nomineeover the voting instruction form provided to you by your bank, brokerage firm or other nominee; or
Voting By Telephone or Internet.  If you choose to vote by telephone or Internet vote in accordance with instructions set forth on the voting instruction form provided to you by your bank, brokerage firm or other nominee.
Use of Proxies
as described above.
Unless you tell us on the proxy card to vote differently, we will vote shares represented by signed and returned proxies proxies: (i) FORall of the nominees for director; director listed in this proxy statement; (ii) FOR the ratification of KPMGour selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2013; and 2023; (iii) FORthe approval of an amendment to our Certificate of Incorporation to (a) effect a reverse stock split of our outstanding common stock at an exchange ratio no greater thanof between 1-for-2 and 1-for-5, such ratio to be determined by our board of directors, at any time prior to the one year anniversary of the Annual Meeting,March 31, 2023, the implementation and timing of which shall be subject to the discretion of our board of directors.directors, (iv) FOR the approval of the compensation of our Named Executive Officers (as defined in the rules of the Securities and Exchange Commission), in an advisory vote, and (v) “one year” as the frequency with which we will hold an advisory vote on the compensation of our Named Executive Officers, in an advisory vote. We do not now know of any other matters to come before the Annual Meeting. If they do, proxy holders will vote shares represented by proxies according to their best judgment.
Broker Non-Votes
A broker non-vote occurs when banks, brokerage firms or other nominees holding shares on behalf of a stockholder do not receive voting instructions from the stockholderbeneficial owner by a specified date before the Annual Meeting and do not have discretionary authority to vote those undirected shares on specified matters under applicable rules. Banks, or brokerage firms and other nominees have this discretionary authority with respect to the ratification of our selection of the independent registered public accountants (proposal no.(Proposal No. 2), but do not have such discretionary authority with respect to the election of directors (proposal no.(Proposal No. 1) or the, approval of the reverse stock split (proposal no.and decrease in authorized shares (Proposal No. 3), approval of the compensation of our Named Executive Officers (Proposal No. 4) or selection of the frequency with which we will hold an advisory vote on the compensation of our Named Executive Officers (Proposal No. 5). If you are the beneficial owner of shares of our Common Stock that are held of record by a bank, brokerage firm or other nominee and do not provide such holder with voting instructions on matters with respect to which it does not have discretionary authority, there will be a broker non-vote with respect to your shares on each such matter.
Revoking a Proxy or Changing Your Vote
For Shares Held Directly in the Name of the Stockholder
If you hold your shares in registered form and not through a bank, brokerage firm or other nominee, you may revoke your proxy at any time before it is exercised. You can revoke a proxy by:
•
Submitting a later-dated proxy by mail;
mail, on a mobile device or over the Internet;
​
•
Sending a written notice to our corporate secretary. You must send any written notice of a revocation of a proxy so as to be delivered before the taking of the vote at the Annual Meeting to:
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TechPrecision Corporation
3477 Corporate Parkway, Suite 140
Center Valley, PA 18034

   1 Bella Drive
   Westminster, MA 01473
Attention: Corporate Secretary
   Or
or
•
Attending the Annual Meeting and voting in person.virtually by visiting the Annual Meeting website at https://www.cstproxy.com/techprecision/2022. Your virtual attendance at the Annual Meeting will not in and of itself revoke your proxy. You also must vote your shares at the Annual Meeting in order to effectively revoke your previously delivered proxy.
​
4
For Shares Held Through a Bank, Brokerage Firm or Other Nominee
If you hold your shares through a bank, brokerage firm or other nominee, you may change your vote at any time by:
•
Submitting a later-dated voting instruction form by mail to your bank, brokerage firm or other nominee;
​
•
Submitting a later-dated telephonemobile or Internet vote in accordance with instructions set forth on the voting instruction form provided to you by your bank, brokerage firm or other nominee; or
​
•
Attending the Annual Meeting and voting in person.virtually by visiting the meeting website at https://www.cstproxy.com/techprecision/2022 and entering the 12- or 16-digit control number found on the voting instruction form sent to you by your bank, broker or other holder of record. Your virtual attendance at the Annual Meeting will not in and of itself revoke your voting instructions to your bank, brokerage firm or other nominee. You also must vote your shares at the Annual Meeting in order to effectively revoke your previously delivered voting instructions.  In order, however, to vote your shares at the Annual Meeting, you must obtain a legal proxy, executed in your favor, from your bank, brokerage firm or other nominee to be able to vote at the Annual Meeting.
​
Quorum Requirement
We need a quorum of stockholders to hold a valid Annual Meeting. A quorum will be present if the holders of at least a majority of the outstanding shares of Common Stock as of the Record Date entitled to vote at the Annual Meeting either attend the Annual Meeting in personvirtually or are represented by proxy. Votes withheld, abstentions and broker non-votes will be considered to be represented for purposes of determining a quorum.
Vote Required for Action
A plurality of the votes cast is required for the election of the directors to serve until the next annual meeting of stockholders, or until their successors are duly elected and qualified. This means that the sixfour director nominees withreceiving the most “FOR” votes will be elected. OnlyYou are not permitted to cumulate your votes “for”for purposes of electing directors. Because this is an uncontested election, so long as each candidate receives at least one “FOR” vote, votes that are withheld will have no effect on the election of the directors. Brokerage firms do not have authority to vote customers’ non-voted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote and have no effect on the results of this vote.
Approval of the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023 will require the affirmative vote of a majority of the votes cast at the Annual Meeting, either virtually or “withheld” affectby proxy, assuming a quorum is present. Abstentions will not be counted as votes for or against this proposal and will have no effect on the outcome.
outcome of the vote. Broker non-votes will have no effect on the outcome of this proposal. Because this proposal is considered a routine matter, discretionary votes by brokers will be counted.
Approval of the amendment to our Certificate of Incorporation to effect a reverse stock split and, if there is a reverse stock split, authorize a decrease in the number of authorized shares of the Company will require the affirmative vote of a majority of our outstanding common stock. Abstentions andBrokerage firms do not have authority to vote customers’ non-voted shares held by the firms in street name for or against the amendment

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to our Certificate of Incorporation. As a result, any shares not voted by a customer will be treated as a broker non-votesnon-vote, which, along with any abstentions, will have the effect of a vote against this proposal.
Approval of the ratificationcompensation of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2013Named Executive Officers, on an advisory basis, will require the affirmative vote of a majority of the votes cast at the annual meeting,Annual Meeting, either in personvirtually or by proxy, assuming a quorum is present. The vote to approve the compensation of our Named Executive Officers is advisory, and therefore not binding on us or our board of directors. Our board of directors values the opinions of our stockholders and to the extent there is any significant vote against the compensation of our Named Executive Officers as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and evaluate whether any actions are necessary to address those concerns. Abstentions and broker non-votes will not be counted as votes for or against this proposal and will have no effect on the outcome of the vote.
Approval of the frequency of an advisory vote on the compensation of our Named Executive Officers will require the affirmative vote of a majority of the votes cast at the Annual Meeting, either virtually or by proxy, assuming a quorum is present. In the event that none of the options of every one year, every two years or every three years for the frequency of the vote on the compensation of our Named Executive Officers receives the required vote for approval, the frequency that receives the highest number of votes will be considered by our board of directors to be the stockholders’ preference, as expressed on an advisory basis. Abstentions and broker non-votes will not be counted as votes for or against this proposal and will have no effect on the outcome of the vote.
Recommendation of our Board of Directors
As to the proposals to be voted on at the Annual Meeting, our board of directors unanimously recommends that you vote:
•
5FOR the election of each of the nominees named in Proposal No. 1 to our board of directors;
​
•
FOR Proposal No. 2, the ratification of the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023;
​
•
FOR Proposal No. 3, the approval of the amendment to our Certificate of Incorporation to effect a reverse stock split and, if there is a reverse stock split, authorize a decrease in the number of authorized shares of the Company;
​
•
FOR Proposal No. 4, the advisory approval of the compensation of our Named Executive Officers; and
​
•
FOR, with respect to Proposal No. 5, a frequency of once every year for the frequency with which we will hold stockholder advisory votes on the compensation of our Named Executive Officers.
​
 

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II.

PROPOSAL ONE –— ELECTION OF DIRECTORS
Our board of directors currently consists of sixfour directors, each of whose terms will expire at this Annual Meeting. Our sixfour nominees for director this year are PhilipRobert A. Dur, Michael R. Holly, James S. Molinaro, Robert G. Isaman,Crisafulli, Andrew A. Levy, Richard S. McGowan and LeonardWalter M. Anthony.  AllSchenker, all of our nominees, except for Robert G. Isaman,whom are incumbents who were previously elected by our stockholders at our 20112021 Annual Meeting of Stockholders. InformationBiographical information about the nominees is provided below.below under “Corporate Governance — Directors/Nominees.”

Louis A. Winowski, whoEach nominee has consented to being named in the proxy statement and we expect each nominee to be able to serve if elected. If any nominee is a current member of our board of directors, is not seeking re-election. Accordingly, his termunable to serve, proxies will expire effective at the endbe voted in favor of the Annual Meeting.  Mr. Isaman wasremainder of those nominees and for such substitute nominee as may be selected as a nominee by our board of directors after an extensive candidate identification and evaluation process which included candidates identified by our stockholders as well as by a professional search firm.  More information regarding the process undertaken by our board of directors is set forth below under the heading “Information About Our Board of Directors – Director Nomination Process.”

Unless otherwise instructed, proxy holders will vote the proxies received by them for our six nominees.  In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, your proxy will be voted for any nominee who is designated by our board of directors to fill the vacancy.  In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them for such additional persons.  We do not expect that any nominee will be unable or will decline to serve as a director.directors. The term of office of each person elected as a director will continue for one year, until the next annual meeting of stockholders and such time as his or her successor is duly elected and qualified, or until his or her earlier resignation, removal or death. The four nominees receiving the highest number of ‘‘FOR” votes shall be elected as directors.
​​
Our board of directors recommends a vote “FOR” the election of PhilipRobert A. Dur, Michael R. Holly, James S. Molinaro, Robert G. Isaman, Crisafulli,
Andrew A. Levy, Richard S. McGowan and LeonardWalter M. AnthonySchenker to our board of directors.
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III.
CORPORATE GOVERNANCE
Directors/Nominees
Information about the nominees five of whomis provided below. Messrs. Crisafulli, Levy, McGowan and Schenker currently serve on our board of directors, is provided below:directors. There are no family relationships between or among any director or executive officer of the Company.
Name​​Age​​Position​
Richard S. McGowan(1)​​68​​Chair of the Board​
Robert A. Crisafulli(2)​​68​​Director​
Andrew A. Levy​​75​​Director​
Walter M. Schenker(2)​​75​​Director​
​
(1)
Alternate member of the Audit Committee.
​
Philip A. Dur(2)
Member of the Audit Committee.
​
Richard S. McGowan, 68, has been a member of our board of directors since October 2009December 2016 and currently serves as the ChairmanChair of ourthe board of directors. Mr. Dur currently servesMcGowan’s principal occupation since 2008 has been private investor. From June 2014 until July 2016, Mr. McGowan served on the board of directors at Kennametal,of Cleveland Biolabs, Inc., a publicly traded biopharmaceutical company focused on the immune system, serving as chair of its board from April 2015 to July 2016, chair of its compensation committee from 2014 until 2016, and on its audit and nominating and governance committees from 2015 until 2016. From October 2001 until his retirement in December 2005,1995 to 2009, Mr. DurMcGowan served as Corporate Vice President, Northrop Grumman CorporationOf Counsel to Weitz & Luxenberg, P.C., a national law firm.
From 2000 to 2008, Mr. McGowan was a partner and President Northrop Grumman Ship Systems Sector. Earlier in hisof SFB Holdings, a private sector career,investment company that sought to purchase and turn around sub-producing micro-cap companies. Mr. Dur held executive leadership positions at Northrop Grumman Electronic Systems, Tenneco Inc. and Tenneco Automotive. Prior to his private sector experience, Mr. Dur served in the United States Navy, attaining the rank of Rear Admiral. Among his assignments were Commander of the SARATOGA Battle Group and Director of the Naval Strategy Division. Mr. DurMcGowan holds a Ph.D.B.A. in Political Economy and GovernmentHistory from the State University of New York at Stony Brook and a master’sJ.D. from Boston University School of Law.
Mr. McGowan’s extensive investment experience, and in Public Administration from Harvard University,particular his focus on growing the business of microcap companies, is an asset as well as master and undergraduate degrees from the University of Notre Dame.we look to execute on our strategies to grow our business.
Mr. Dur’s significant management experience from his years of service in the military and private sectors, including his service on other boards of directors, enables him to contribute both to our strategic and industry-related decision-making, as well as to discussions of our management and corporate governance.
Robert A. CrisafulliLeonard M. Anthony, 58,68, has been a member of our board of directors since September 2010December 2016. Since December 2007, Mr. Crisafulli has served as Executive Vice President Tax of Aircastle Limited, a privately held international aircraft leasing company. From January 2007 to December 2007, Mr. Crisafulli served as Vice President of Finance, Tax and currently servesTreasurer of InfoNXX, Inc., a privately held international telecommunications company. From 2005 to 2006, Mr. Crisafulli served as chairVice President of Tax of PanAmSat, a publicly traded international telecommunications company. From 2001 to 2005, Mr. Crisafulli served as Managing Director of Bridge East Capital, an international private equity and financial advisory firm. From 1999 to 2000, Mr. Crisafulli served as Senior Vice President, Chief Financial Officer, Treasurer of Mosler Inc., a physical and electronic security firm. From 1998 to 1999, Mr. Crisafulli was Partner — Mergers and Acquisitions Practice at KPMG LLP. Mr. Crisafulli is a certified public accountant and holds a B.B.A. in accounting from Adelphi University and an M.B.A. in Taxation from St. John’s University.
Mr. Crisafulli’s significant background in the compensation committeeareas of tax and finance, including with public companies, and his experience as a certified public accountant, enables him to provide our board of directors (the “Compensation Committee”). Mr. Anthony’s primary professional activity, since September 2008, has been serving on the board of directors for MRC Global Inc. f/k/a McJunkin Red Man Corporation where he chairs the audit committee. Previously, Mr. Anthony served as the President and Chief Executive Officer of WCI Steel, Inc., an integrated producer of custom steel products, from December 2007 to October 2008. He was also a member of the board of directors of WCI Steel from December 2007 to October 2008. Mr. Anthony has more than 25 years of financial and operational management experience. From April 2005 to August 2007, Mr. Anthony was the Executive Vice President and Chief Financial Officer of Dresser-Rand Group Inc., a global supplier of rotating equipment solutions to the oil, gas, petrochemical and processing industries. Mr. Anthony earned a B.S. in Accounting from Pennsylvania State University, an M.B.A. from the Wharton School of the University of Pennsylvania and an A.M.P. from Harvard Business School.
Mr. Anthony’s significant executive and board experience within the steel manufacturing industry qualifies him to engage in our assessment of our business and growth opportunities, as well as to providewith additional insight into corporate governancefinance and management best practices among peer companies.
Michael R. Holly, 66, has been a director since March 2006 and currently serves as chair of the audit committee of our board of directors (the “Audit Committee”). Since 2004, Mr. Holly has been a private investor and consultant. From 1996 until 2004, Mr. Holly was managing director of Safeguard International Fund, L.P., a private equity fund of which Mr. Holly is a founding partner. Mr. Holly has a Bachelor of Science in Economics from Mount St. Mary’s University.accounting matters.
Mr. Holly brings to our board of directors an extensive background in private investment and financial expertise, and provides advice and leadership with respect to our financial health and the execution of our growth strategies. As a certified public accountant, Mr. Holly chairs the Audit Committee and serves as a financial expert on the Audit Committee.
Andrew A. Levy, 65,75, has been a member of our board of directors since March 2009. Since 1978, Mr. Levy has served as CEOChief Executive Officer of Redstone Capital, a smallan investment banking firm. Mr. Levy received his bachelor’s degreewas appointed Chief Executive Officer of Esco Marine, Inc., a ship-recycling company, in April 2014, to reorganize the company. Esco Marine, Inc. filed for protection under Chapter 11 of the U.S. Bankruptcy Code in March 2015, which proceedings were dismissed in April 2018. Mr. Levy has been a director of Esco from January 2004 to present. Esco Marine, Inc. is not a company with securities registered under Section 12 of the Exchange Act or required to file reports under Section 15(d) of the Exchange Act. Mr. Levy holds a B.S. in Engineering from Yale University and received his Juris Doctora J.D. from Harvard Law School. Mr. Levy is also the manager of WM Realty.
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Mr. Levy combines an engineering background that enables him to understand the operational aspects of our business with an investment banking background, which qualifies him to engage in assessments of our financial health and the execution of the our growth strategies.
Walter M. SchenkerJames S. Molinaro, 50, became75, has been a director and our Chief Executive Officer on July 21, 2010. From March 2009 through July 2010, Mr. Molinaro’s primary business focus was co-founding Solvinti, LLC, a global distributormember of monocrystalline and multicrystalline solar panels and cells in the United States and Europe. Mr. Molinaro served as the President and Chief Executive Officer of Akrion Systems, a manufacturer of products with applications in the semiconductor and solar cell industries from May 2003 to March 2009. Between October 1999 and April 2003, Mr. Molinaro was the Vice President of Sales, Service and Marketing at Akrion Systems. Mr. Molinaro holds a Bachelors of Science in Mechanical Engineering with a concentration in Robotics from The Pennsylvania State University, and participated in the Executive Development Course at the Wharton School at the University of Pennsylvania.
Mr. Molinaro was chosen to serve on our board of directors becausesince December 2016. Since June 2010, Mr. Schenker has served as General Partner and Portfolio Manager at MAZ Capital Advisors, an investment partnership, where his responsibilities include, among things, managing the firm’s portfolio of investments. From 1999 to 2010, Mr. Schenker was a Principal at Titan Capital Management, LLC, a registered investment adviser and hedge fund. On April 4, 2019, Mr. Schenker became a director of Andina Acquisition Corporation III, a NASDAQ-listed blank check company. Mr. Schenker previously served on the board of directors and audit committee of Sevcon, Inc., a NASDAQ-listed global supplier of control and power solutions for zero-emission, electric and hybrid vehicles, from 2013 until that company’s acquisition in September 2017. Mr. Schenker holds a B.S. from Cornell University and an M.B.A. in Finance from Columbia University.
Mr. Schenker’s previous experience serving on the board of directors of a publicly traded company and his extensive leadershipvast experience investing in many of the industries, including the solar cell industry, in which our largest customer operates. In addition,both public and private companies enables him to provide our board of directors believes that it is helpfulwith insight into how to havebest manage the Company and execute our Chief Executive Officer serve as a director so that the non-management directors have direct contact with our management.
growth strategy.
Robert G. Isaman, 51, is nominated for election as a new independent director.  Mr. Isaman currently serves as Operating Partner at Kohlberg & Company, a leading U.S. private equity fund which acquires middle market companies.  From 2010 to 2012, Mr. Isaman was Chief Executive Officer of Stolle Machinery Company, LLC, a global technology and market leader in the metal/composite container-making equipment industry.  From 2007 to 2009, Mr. Isaman was President at Terex Construction and Roadbuilding, with responsibility for divisions generating $2.7 billion in revenue that design, manufacture, distribute and provide aftermarket services for a wide variety of roadbuilding and construction vehicles and equipment.  Prior to that, Mr. Isaman spent 21 years at United Technologies Corporation, a diversified industrial manufacturer, in a number of positions of increasing responsibility, including serving as Vice President of Marketing and Field Operations of Otis Elevator Company in Hong Kong, S.A.R. from 2001 to 2002 and as President of Otis Elevator (China) Investment, Ltd. in Beijing, China from 2002 to 2005, before rising to the position of President of Fire Safety Americas, UTC Fire & Security in 2006.  Mr. Isaman holds a Bachelors of Science in Marketing from the University of Maryland and an M.B.A. from the George Washington University.
Mr. Isaman brings to our board of directors substantial industry experience combined with a track record of growing businesses, both organically and through acquisitions and joint ventures.  In addition to his strong international experience in business operations and growth, especially in the Asia Pacific region, our board of directors believes that Mr. Isaman would be a valuable asset to our strategic planning and growth process.

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Executive Officers
In addition to Mr. Molinaro, who serves as our Chief Executive Officer, we also have the following executive officers.
Richard F. Fitzgerald, 49, became our Chief Financial Officer in March 2009. Prior to joining us as Chief Financial Officer, Mr. Fitzgerald was engaged as a consultant providing tax, corporate development and financial consulting services for a specialty pharmaceutical company and a transportation manufacturing concern between December 2008 and March 2009.  Prior to December 2008, Mr. Fitzgerald served as Vice President and Chief Financial Officer of Nucleonics, Inc., a private venture capital backed biotechnology company. Before becoming CFO of Nucleonics, Mr. Fitzgerald served in a variety of senior financial roles during his tenure there, which extended from 2002 through December 2008. Prior to his employment with Nucleonics, Inc., Mr. Fitzgerald served as Director, Corporate Development of Exelon Corporation and PECO Energy Company from 1997 through 2002. Mr. Fitzgerald began his career with Coopers & Lybrand (now PricewaterhouseCoopers) in Philadelphia, PA. Mr. Fitzgerald is a member of both the American and Pennsylvania Institutes of Certified Public Accountants. He holds a Bachelor of Science in Business Administration from Bucknell University.
Robert Francis, 54, has served as President and General Manager of our wholly-owned subsidiary, Ranor, Inc. (“Ranor”),  since February 2012.  Prior to joining Ranor, Mr. Francis was the Vice President and General Manager, GKN Monitor Aerospace, a division of GKN Aerospace, a provider of highly engineered subsystems and components for the aerospace, defense and space industries, from March 2007 to January 2012. Prior to that, he held operational positions in a variety of organizations primarily specializing in the design and fabrication of composite components, supplying to the aerospace, defense and commercial markets. Mr. Francis has a Master of Science in Business Administration from Boston University and a Bachelor of Science in Engineering from the United States Military Academy at West Point. He served as a Captain in the U.S. Army from 1980-1985.
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IV. INFORMATION ABOUT THEOUR BOARD OF DIRECTORS
Meetings
During fiscal 2012,2022, our board of directors held 6 regularfour meetings and specialthe Audit Committee held five meetings. AllEach incumbent directorsdirector attended at least 90%75% of the total number of meetings of ourthe board of directors and allthe committees of our board of directors on which they served.he served during fiscal 2022. While we encourage all members of our board of directors to attend annual meetings of stockholders, there is no formal policy as to their attendance. Each of our directors attended the annual meeting of stockholders in 2021 by teleconference.
Independence
We evaluate the independence of our directors in accordance with the listing standards of the NasdaqNASDAQ Stock Market, LLC (“NasdaqNASDAQ”), and the regulations promulgated by the Securities and Exchange Commission (“(the “SEC”). TheseNASDAQ’s rules and regulations require that a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by ourthe board of directors.
After Because our securities are not listed on NASDAQ or any other national securities exchange, we are not required to have a board of directors comprised of a majority of independent directors. Nevertheless, after review of all relevant transactions and relationships between each director, or any of his or her family members, and us, our senior management and our independent registered public accounting firm, our board of directors affirmatively has determined that the following directors, which comprise all of the members of our board of directors, are independent directors within the meaning of the NasdaqNASDAQ listing standards: PhilipRobert A. Dur, Michael R. HollyCrisafulli, Andrew A. Levy, Richard S. McGowan and LeonardWalter M. Anthony.  Our board of directors has also determined that if elected, Robert G. Isaman would qualify as an independent director within the meaning of the Nasdaq listing standards.Schenker.
Board Structure and Role in Risk Oversight
Our board of directors was led by our former Interim Chief Executive Officer, Louis A. Winoski, from March 2009 through July 2010. During this period, our board of directors operated without a formally designated Chairman. On October 6, 2010, our board of directors designated Philip A. Dur to serveRichard S. McGowan currently serves as chairman and he remains the chairmanChair of our board of directors and has served as of the dateChair of this proxy statement.  On November 1, 2012, our board of directors designated Leonard M. Anthony to serve as chairman effective January 1, 2013.since March 2017. Our board of directors has not adopted any formal policies regarding board leadership and has determined that it should have the flexibility of operating with either a non-executive independent chairmanChair or an executive chairmanChair as appropriate. While it is currently not the case, if our chief executive officerChief Executive Officer or another insider serveswere to serve as chairmanChair of our board of directors in the future, we would anticipate that a lead independent director, elected by the independent directors, would preside over executive sessions of the independent directors.
The Audit Committee takes an active risk oversight role by meeting with our senior management team on a regular basis and reviewing and approving key risk policies and risk tolerances. The Audit Committee is responsible for ensuring that we have in place a process for identifying, prioritizing, managing and monitoring itsour critical risks. Furthermore, our board of directors, with input from the Audit Committee, regularly evaluates our management infrastructure, including personnel competencies and technologies and

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communications, to ensure that key risks are being properly evaluated and managed. The Compensation Committeefull board of directors reviews any risks associated with our compensation practices.
Director Nomination Process
Our board of directors does not have a nominating committee, but rather the entire board of directors participates in the process of identifying and evaluating candidates for our board of directors.
Our board of directors consists of four directors. The board of directors believes that given the small size of the board of directors, a separate nominating committee is not necessary.
The process followed by our board of directors to identify and evaluate candidates includes requests to members of our existing directors and others (including, where appropriate, professional search firms) for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates. In considering whether to recommend any candidate for inclusion in our board of directors’ slate of recommended director nominees, including candidates recommended by stockholders, our board of directors considers many factors.
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Our board of directors does not have a diversity policy; however, its goal is to nominate candidates from a broad range of experiences and backgrounds who can contribute to our board of directors’ deliberations by reflecting a range of perspectives, thereby increasing its overall effectiveness. In identifying and recommending nominees for positions on our board of directors, our board of directors does not look to any specific minimum qualifications, but instead places primary emphasis on the candidate’s personal and professional integrity, experience in corporate management, knowledge of our business and industry, experience as a board member of another publicly held company, diversity of experience in substantive matters pertaining to our business, and practical and mature business judgment. Our board of directors does not assign specific weights to particular factors and no particular factor is a prerequisite for each nominee. We believe that the backgrounds and qualifications of our current directors, considered as a group, should provideprovides a significant composite mix of experience, knowledge and abilities that will allow our board of directors to fulfill its responsibilities. In the case of an incumbent director whose term of office is set to expire, our board of directors reviews such director’s overall service to us during the director’s term. In the case of a new director candidate, our board of directors reviews whether the nominee is “independent,” based on applicable listing standards of Nasdaq and applicable SEC rules and regulations, if necessary.
Stockholders may recommend individuals to our board of directors for consideration as potential director candidates by timely submitting their name, along with the additional information and materials required by our by-laws, to TechPrecision Corporation, 3477 Corporate Parkway, Suite 140, Center Valley, PA 18034,1 Bella Drive, Westminster, MA 01473, Attention: Corporate Secretary. Our by-laws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to the corporate secretary. Please see the section of this Proxy Statement “Stockholdertitled “Stockholder Proposals for the 20132023 Annual Meeting”Meeting” for more information regarding the submission of stockholder nominations and other proposals.
Assuming that appropriate biographical and background material is provided for candidates recommended by stockholders, our board of directors will evaluate those candidates by following the same process, and applying the same criteria, discussed above.
Compensation-Setting Process
Our board of directors does not have a compensation committee, but rather the entire board of directors participates in the process of setting compensation for our executive officers. Our board of directors consists of four directors. The board of directors believes that given the small size of the board of directors, a separate compensation committee is not necessary. The full board of directors, therefore, is responsible for, among other things, reviewing and approving the annual salary, bonus, stock compensation and other benefits of our executive officers, including our Chief Executive Officer and Chief Financial Officer; reviewing and approving the compensation and bonus levels of other members of senior management; reviewing and approving all new executive compensation programs; reviewing the compensation of our board of directors; and administering our equity incentive plans. In connection with the board of directors’ consideration of executive compensation for past and future service, from time to time, Mr. Shen and

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Mr. Sammons have made suggestions or recommendations to the board of directors with regard to their own compensation. The board of directors did not engage any compensation consultants to determine or recommend the amount or form of any executive or director compensation during the fiscal year ended March 31, 2022.
Stockholder Communications
We have a process by which stockholders may communicate with our board of directors. Stockholders who wish to communicate with our board of directors may do so by sending written communications addressed to the board of directors of TechPrecision Corporation, c/o Corporate Secretary, 3477 Corporate Parkway, Suite 140, Center Valley, PA 18034.1 Bella Drive, Westminster, MA 01473. Our corporate secretary will forward all mail received at our corporate office that is addressed to our board of directors or any particular director. However, communications that are unrelated to the duties and responsibilities of the board of directors, such as junk mail and mass mailings, resumes and other forms of job inquiries, surveys and solicitations or advertisements, may not be forwarded to the board of directors. In addition, any material that is unduly hostile, threatening or illegal in nature may be excluded, provided that any communication that is filtered out will be made available to any director upon request.
Committees
Our board of directors has twoone standing committees:committee: the Audit Committee and the Compensation Committee.
Audit Committee
Our board of directors has not adopted a written charter that outlines the duties of the Audit Committee, but intends to develop such a charter. The principal duties of the Audit Committee, among other things, are to:
·  review with management and our independent registered public accounting firm our audited financial statements and related footnotes, and the clarity of the disclosures in the financial statements;
·  review with management and our independent registered public accounting firm our quarterly financial statements and related footnotes, including disclosures in the quarterly financial statements;
·  meet periodically with management and our independent registered public accounting firm to review our major financial risk exposures and the steps taken to monitor and control such exposures;
·  review our earnings releases prepared by our independent registered public accounting firm;
·  review and discuss quarterly reports from our independent registered public accounting firm regarding all critical accounting policies and practices to be used;
·  obtain from our independent registered public accounting firm their recommendation regarding internal controls and other matters relating to our accounting procedures and the books and records and the correction of controls deemed to be deficient;
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·  pre-approve all auditing services and permitted non-audit services (including the fees for such services and terms thereof) to be performed by our independent registered public accounting firm;

·  establish, review and update policies for approving related party transactions; and monitor implementation of such policies; and

·  review and approve any transactions between us and related parties.
Members:  Mr. Holly (Chairman), Mr. Anthony and Mr. Dur.  If elected, Mr. Isaman will join the Audit Committee to replace Mr. Dur, who will be stepping down from the Audit Committee.  All three members of the Audit Committee were “independent” as defined by the rulesare Mr. Crisafulli (Chair) and regulations of Nasdaq and the SEC as of the end of the fiscal year ended March 31, 2012.Mr. Schenker. Our board of directors has determined that Mr. Holly,Crisafulli, who is the chairmanChair of the Audit Committee, is an Audit Committee“audit committee financial expert.
Numberexpert” as that term is defined under the applicable rules and regulations of Meetings in fiscal 2012:  5
Compensation Committee
the SEC. Our board of directors has not adopted a written charterdetermined that outlinesMessrs. Crisafulli and Schenker each satisfy the duties ofindependence standards for the CompensationAudit Committee but intends to develop such a charter. The principal duties ofestablished by the Compensation Committee, among other things, are to:
·  review and recommend to our board of directors the annual salary, bonus, stock compensation and other benefits, direct and indirect, of our executive officers, including our chief executive and chief financial officers;

·  review and provide recommendations regarding compensation and bonus levels of other members of senior management;

·  review and recommend to our board of directors new executive compensation programs;

·  grant awards under our equity incentive plans and establish the terms thereof; and

·  review and approve material changes in our compensation programs and  employee benefit plans.
Members:  Mr. Dur (Chairman), Mr. Anthony and Mr. Holly.  Mr. Dur was appointed to be chairman of the Compensation Committee on November 1, 2012.  Prior to Mr. Dur’s appointment, Mr. Anthony served as chairman of the Compensation Committee and was chairman of the committee throughout the fiscal year ended March 31, 2012.  All three members of the Compensation Committee are “independent” as defined by theapplicable rules and regulations of Nasdaqthe SEC and Nasdaq.
The primary purpose of the Audit Committee is to oversee the quality and integrity of our accounting and financial reporting processes and the SEC asaudit of our financial statements. The Audit Committee is responsible for selecting, compensating, overseeing and terminating our independent registered public accounting firm.
The Audit Committee charter is posted and can be viewed in the “Corporate Governance” section of our website at www.techprecision.com.
Employee, Officer and Director Hedging
The Company’s Insider Trading Policy contains restrictions on the ability of directors, officers and employees to engage in certain transactions that hedge or offset any decrease in the market value of the end ofCompany’s securities. Specifically, the fiscal year ended March 31, 2012.Insider Trading Policy prohibits such persons from (i) selling the Company’s securities short, (ii) buying or selling put or call options, or other derivative securities, with respect to the Company’s securities and (iii) entering into hedging or monetization transactions or similar arrangements with respect to Company securities, including zero-cost collars, prepaid variable forward sale contracts, equity swaps and exchange funds.
Number of Meetings in fiscal 2012:  4
Compensation Committee Interlocks
The Compensation Committee has three members: Mr. Dur, Mr. Anthony and Mr. Holly.  To our knowledge, there are no interlocking relationships among members of the Compensation Committee and our executive officers.
Board of Directors Compensation
Fees for Employee Directors
Any director who is also one of our employees does not receive any additional compensation for his or her service as a director.
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Fees and Equity Awards for Non-Employee Directors
The fee structure for non-employee directors is as follows:
Fee Category​​Fees​
Quarterly Retainer​​​$6,000​​
Audit Committee Chair – Annual Retainer​​​$5,000​​
Chair – Annual Retainer​​​$12,000​​

Fee Category Fees 
Quarterly Retainer $6,000 
In-person Meeting Fee (Quarterly) $2,500 
Telephonic Meeting Fee $500 
Audit & Compensation Committee Chairs - Annual Retainer $8,000 
Non-executive Chairman – Annual Retainer $12,000 
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In addition, our 2006 Long-Term Incentive Plan, as amended (the “2006 Plan”), providesBoard has provided that each non-employee director is eligible for thean annual grant of non-qualified options to purchase 50,000 shares, exercisable in installments, to each newly elected non-employee director and annual grants of 10,000 options to purchase shares of our Common Stock commencing withor 50,000 shares of restricted stock, as determined by the third year of service as a director, as describedBoard, under the heading “Executive Compensation - 2006 Long-Term2016 TechPrecision Equity Incentive Plan.Plan (the “2016 Plan”).
Non-Employee Director Compensation Table
The following table sets forth compensation paid to each non-employee director who served during the year ended March 31, 2012.  Mr. Molinaro received no compensation for his service as a director.  Mr. Dur has served as our Chairman2022.
Name​​
Fees
Earned(1)
​​
Option
Awards(2)
​​
Stock
Awards(3)
​​Totals​
Andrew Levy​​​$39,000​​​​​—​​​​$43,750​​​​$82,750​​
Robert A. Crisafulli​​​$29,000​​​​​—​​​​$43,750​​​​$72,750​​
Richard S. McGowan​​​$51,000​​​​​—​​​​$43,750​​​​$94,750​​
Walter M. Schenker​​​$24,000​​​​​—​​​​$43,750​​​​$67,750​​
​
(1)
The members of ourthe board of directors since October 2010 whileearned all fees for serving on the board of directors during fiscal 2022. Messrs. HollyLevy and Anthony chairMcGowan each received an additional cash fee of $15,000 in recognition of their efforts in connection with the Audit CommitteeCompany’s acquisition of Stadco.
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(2)
There were no option awards granted during fiscal 2021. The number of stock options outstanding as of March 31, 2022 for each director was: Mr. Levy: 150,000; Mr. Crisafulli: 100,000; Mr. McGowan: 100,000; and Compensation Committees, respectively. Mr. Molinaro’s compensation for his service as our chief executive officer are set forth under the heading “Summary Compensation Table.”Schenker: 100,000.
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(3)
Name Fees Earned  Option Awards (1)  Total ($) 
Leonard M. Anthony $41,500  $5,480  $46,980 
Philip A. Dur $46,500  $6,147  $52,647 
Michael R. Holly $41,500  $8,397  $49,897 
Andrew A. Levy $34,500   --  $34,500 
Louis A. Winoski $32,000  $8,397  $40,397 
Represents the aggregate grant date fair value of restricted stock awards computed in accordance with ASC Topic 718. Key assumptions in calculating these amounts are outlined in Note 7 to our Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022. On September 17, 2021, each director then serving on the Company’s board of directors was granted 25,000 restricted shares of Common Stock, for a total of 100,000 shares. The number of unvested shares of restricted stock outstanding as of March 31, 2022 for each director was: Mr. Levy: 25,000; Mr. Crisafulli: 25,000; Mr. McGowan: 25,000; and Mr. Schenker 25,000.

(1)Represents the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718.  As of March 31, 2012, there were a total of 2,415,666 options outstanding under the 2006 Plan, of which 322,500 were issued to members of our board of directors.
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SECURITY OWNERSHIP OF TECHPRECISION
Security Ownership of Certain Beneficial Owners and Management
There are no individuals or entities known by TechPrecision (through their Section 13 filings), excluding directors and Named Executive Officers, to own more than 5% of the outstanding Common Stock as of June 30, 2022.
The following table provides information as to shares of common stockour Common Stock beneficially owned, as of October 24, 2012,June 30, 2022, by:
•
·  each director and nominee for director;
each of our current directors;
·  each Named Executive Officer (as defined above);
​
·  each person owning of record or known by us, based on information provided to us by the persons named below, to own beneficially at least 5% of our common stock; and
•
·  all directorseach Named Executive Officer; and officers as a group.
​
•
all current directors and executive officers as a group.
​
Except as otherwise indicated, each person has the sole power to vote and dispose of all shares of common stockour Common Stock listed opposite his name. Each person is deemed to own beneficially shares of Common Stock that may be acquired upon exercise of stock options if they are vested and exercisable within 60 days of the measurement date, June 30, 2022. As of June 30, 2022, 2022, there were 34,307,450 shares of our Common Stock outstanding.
Except as otherwise indicated, the address of each person listed below is c/o TechPrecision Corp., 1 Bella Drive, Westminster, MA 01473.
Name​​
Shares of
common stock
​​Percentage​
Andrew A. Levy(1)
​​​​2,003,100​​​​​5.81%​​
Alexander Shen(2)
​​​​1,821,879​​​​​5.05%​​
Walter M. Schenker(3)
​​​​1,527,073​​​​​4.44%​​
Thomas Sammons(4)
​​​​537,189​​​​​1.54%​​
Richard S. McGowan(5)
​​​​430,064​​​​​1.25%​​
Robert Crisafulli(5)
​​​​200,000​​​​​​*​​
All executive officers and directors as a group (six individuals)(6)
​​​​6,519,305​​​​​17.61%​​
​
*
Percentage of shares beneficially owned does not exceed one percent of the class.
​
(1)
Includes 150,000 shares of common stock that may be acquired pursuant to stock options that may be exercised within 60 days of June 30, 2022.
​
(2)
Includes 1,770,000 shares of common stock that may be acquired pursuant to stock options that may be exercised within 60 days of June 30, 2022.
​
(3)
According to a Schedule 13D filed by Maz Partners LP (“MAZ Partners”), MAZ Capital Advisers, LLC (“MAZ Capital”) and Mr. Schenker on February 13, 2018, MAZ Partners, MAZ Capital and Mr. Schenker share voting and dispositive power over 1,279,073 shares of the Company’s common stock, which are issuable upon exerciseincluded in this amount. Mr. Schenker is the sole managing member of warrants orMAZ Capital, which is the sole general partner of MAZ Partners. This amount also includes (a) 100,000 shares of common stock that may be acquired pursuant to stock options or upon conversion of convertible securities if they are exercisable or convertiblethat may be exercised within 60 days of October 24, 2012.June 30, 2022 and (b) 58,000 shares of common stock held in an IRA account of Mr. Schenker over which Mr. Schenker has sole voting and sole dispositive power.
​
Name and AddressShares Percentage 
Andrew A. Levy
46 Baldwin Farms North
Greenwich, CT 06831
1,572,100  8.32%
      
Howard Weingrow
805 Third Avenue
New York, NY 10022 (1)
1,250,000  6.61%
      
Robert Lifton
805 Third Avenue
New York, NY 10022 (2)
1,250,000  6.61%
      
James G. Reindl
347 E. Hillendale Road
Kennett Square, Pennsylvania 19348
 
1,006,500
  5.32%
      
Stanoff Corporation
805 Third Avenue
New York, NY 10022
1,100,000  5.82%
      
Barron Partners, LP
730 Fifth Avenue
New York, NY 10019 (4)
926,324  4.85
 
 
%
      
James S. Molinaro (5)765,000  3.89%
Richard F. Fitzgerald (6)283,334  1.48%
Michael Holly (7)162,500  *%
Louis A. Winoski (8)227,500  1.19%
Stanley A. Youtt (3)
—
  *%
Philip A. Dur (9)50,000  *%
Leonard M. Anthony (10)60,000  *%
Robert Francis—  *% 
Robert G. Isaman —  *% 
All officers and directors as a group (seven individuals) (11)3,120,434  15.41%
(4)
*Less than 1%
Includes 500,000 shares of common stock that may be acquired pursuant to stock options that may be exercised within 60 days of June 30, 2022.
​
(5)
(1)Includes (i) 150,000 shares of common stock held by Mr. Weingrow and (ii) 1,100,000 shares of common stock held by Stanoff Corporation, of which Mr. Weingrow is a principal, and deemed beneficially owned by Mr. Weingrow.
Includes 100,000 shares of common stock that may be acquired pursuant to stock options that may be exercised within 60 days of June 30, 2022.
​
(6)
Includes 2,720,000 shares of Common Stock issuable upon the exercise of stock options granted to executive officers and/or directors that may be exercised within 60 days of June 30, 2022.
14
​
 
(2)Includes (i) 150,000 shares of commons stock  held by M. Lifton and (ii) 1,100,000 shares of common stock held by Stanoff Corporation, of which Mr. Lifton is a principal, and deemed beneficially owned by Mr. Lifton.
(3)As of February 8, 2012, Mr. Youtt transitioned from the Chief Executive Officer of our operating subsidiary, Ranor, to the Executive Vice President of Special Projects of Ranor.
(4)Holdings reflected in this table include 718,926 common shares held by Barron Partners, plus 207,398 shares assumed converted into common from Series A Preferred shares held by Barron Partners for a total holding of 4.9% of the common stock outstanding at October 24, 2012.  Pursuant to the Certificate of Designation, dated February 24, 2006, related to the Preferred Stock, such Preferred Stock cannot be converted into common stock unless and until such conversion would cause the holder of converted shares of Preferred Stock to own no more than 4.9% of our outstanding common stock.  Because Barron Partners is prohibited from converting Series A Preferred Stock once it holds 4.9% of the common stock outstanding, it would not be eligible to convert additional Preferred Stock it holds into common at this time, and therefore such shares are not included in the table above.
(5)Includes (i) 15,000 shares of common stock and (ii) 750,000 shares of common stock issuable upon the exercise of stock options granted to Mr. Molinaro that may be exercised within 60 days of October 24, 2012.
(6)Includes 283,334 shares of common stock issuable upon the exercise of stock options granted to Mr. Fitzgerald that may be exercised within 60 days of October 24, 2012.
(7)Includes (i) 135,000 shares of common stock held by Mr. Holly and (ii) 27,500 shares of common stock issuable upon the exercise of stock options granted to Mr. Holly that may be exercised within 60 days of October 24, 2012.
(8)Includes 227,500 shares of common stock issuable upon the exercise of stock options granted to Mr. Winoski that may be exercised within 60 days of October 24, 2012.
(9)Includes (i) 40,000 shares of common stock held by Mr. Dur and (ii) 10,000 shares of common stock issuable upon the exercise of stock options granted to Mr. Dur that may be exercised within 60 days of October 24, 2012.
(10)Includes (i) 20,000 shares of common stock held Mr. Anthony and (ii) 40,000 shares of common stock issuable upon the exercise of stock options granted to Mr. Anthony that may be exercised within 60 days of October 24, 2012.
(11)Includes 1,338,334 shares of common stock issuable upon the exercise of stock options granted to our directors and officers.

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Changes in Control
To our knowledge, there are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.
 

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VI.

EXECUTIVE COMPENSATION
Summary Compensation Table

SetThe Company has determined that it only has two executive officers, based on relevant SEC rules. Accordingly, set forth below is information for the fiscal years indicated relating to the compensation of (i) each person who served asAlexander Shen, our principal executive officer, or principal financial officer during fiscal 2012,who also serves as the President of Ranor, Inc., a wholly owned subsidiary of the Company and (ii) theThomas Sammons, our most highly compensated executive officer other than the principal executive officer and principal financial officer who was serving inas an executive officer at the end of the Company’s last completed fiscal year. Together, such positionindividuals are referred to as our Named Executive Officers.
Name and Position​​
Fiscal
Year
​​Salary​​Bonus​​
Option
Awards(1)
​​
Stock
Awards(2)
​​
All Other
Compensation
​​Total ($)​
Alexander Shen,
Chief Executive Officer
​​​​2022​​​​$300,000​​​​$35,000​​​​​—​​​​$17,000​​​​$4,742​​​​$356,742​​
​​​2021​​​​$300,000​​​​​—​​​​​—​​​​​—​​​​$5,500​​​​$305,500​​
Thomas Sammons,
Chief Financial Officer
​​​​2022​​​​$230,193​​​​$35,000​​​​​—​​​​$17,000​​​​$411​​​​$282,604​​
​​​2021​​​​$210,000​​​​​—​​​​​—​​​​​—​​​​$335​​​​$210,335​​
​
(1)
There were no option awards granted during fiscal 2021. The number of stock options outstanding as of March 31, 2012 and (iii) an individual who would have been included2021 for each executive was: Alexander Shen: 1,770,000; Thomas Sammons: 500,000.
​
(2)
Represents the aggregate grant date fair value of restricted stock awards computed in the tables below but for the fact that he was not anaccordance with ASC Topic 718. On January 24, 2022, each executive officer at March 31, 2012 (collectively, such individuals are our “Named Executive Officers”).received a grant of restricted stock awards that vest in full on January 24, 2023.

Name and Position
Fiscal
Year
Salary ($)
Bonus
($)(1)
Option
Awards ($)(2)
All Other
Compensation ($)
Total ($)
James Molinaro,
Chief Executive Officer
2012
2011
330,000
205,385
82,500
123,750
306,667
65,927
—
—
719,167
395,062
Richard Fitzgerald,
Chief Financial Officer
2012
2011
245,000
225,000
40,000
76,500
103,197
32,702
4,400 (5)
—
392,597
334,202
Robert Francis,​
President and General Manager – Ranor  (3) (6)
2012
2011
33,542
—
—
—
—
—
$2,500
—
33,542
—
Stanley A. Youtt,
Former Chief Executive Officer – Ranor  (4)
2012
2011
220,000
220,000
—
74,800
—
—
—
—
220,000
294,800

(1)Bonus payments for each of Messrs. Molinaro, Fitzgerald and Youtt were determined by our board of directors in its discretion and paid in June, 2012.
(2)These amounts reflect the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718.  Key assumptions in calculating these amounts are outlined in Note 13 to our March 31, 2012 financial statements included in our previously filed Annual Report on Form 10-K for the fiscal year end March 31, 2012.
(3)Mr. Francis became the President and General Manager of Ranor effective February 8, 2012.  His employment agreement provides for an initial base salary of $230,000, which may be adjusted at the discretion of the Compensation Committee.
(4)Mr. Youtt served as chief executive officer of Ranor until February 8, 2012.
(5)Mr. Fitzgerald received an automobile allowance of $400 per month from May 1, 2011 through March 31, 2012.
(6)Mr. Francis received a relocation allowance of $1,250 per month from February 8, 2012 through March 31, 2012.
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Outstanding Equity Awards at Fiscal Year-End Table
​​​Option Awards​​Stock Awards​
Name​​
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
​​
Option
Exercise
Price
​​
Option
Expiration
Date
​​
Equity
incentive
plan awards:
Number of
shares that
have not
vested
​​​
Equity
incentive
plan awards:
Market or
payout
value of
unearned
shares that
have not
vested ($)
​
Alexander Shen(1)
​​​​770,000​​​​​—​​​​$0.08​​​August 11, 2025​​​​​​​​​​​​​​
Alexander Shen(2)
​​​​1,000,000​​​​​—​​​​$0.50​​​December 26, 2026​​​​​​​​​​​​​​
Thomas Sammons(3)
​​​​500,000​​​​​—​​​​$0.17​​​January 20, 2026​​​​​​​​​​​​​​
Alexander Shen(4)
​​​​​​​​​​​​​​​​​​​​​​​​​10,000​​​​​$16,700​​
Thomas Sammons(4)
​​​​​​​​​​​​​​​​​​​​​​​​​10,000​​​​​$16,700​​
​
(1)
Name 
Number of Securities
Underlying Unexercised Options (#)
Exercisable
  
Number of Securities
Underlying Unexercised
Options (#)
Unexercisable
  
Option
Exercise Price
 
Option
Expiration Date
James Molinaro (1)  333,333   666,667  $0.70 Aug. 4, 2020
   --   250,000  $1.96 April 18, 2021
              
Richard Fitzgerald(1)(2)  150,000   --  $0.49 Mar. 22, 2019
   50,000   100,000  $0.70 Aug. 4, 2020
   --   100,000  $1.96 April 18, 2021
              
Robert Francis   --    --    --  
              
Stanley Youtt  --   --   --  
Options granted to Mr. Shen on August 12, 2015 vested in three equal annual installments with the first installment vesting on the grant date and the remaining installments vesting on each of the first and second anniversary of the grant date.
​
(2)
(1)Options granted to Mr. Molinaro and Mr. Fitzgerald on August 4, 2010 and April 19, 2011 vest in three equal installments beginning on the first anniversary date of the option grant.
Two-thirds of the options granted to Mr. Shen on December 27, 2016 were vested on the grant date. Subject to Mr. Shen’s continuous employment with the Company through the vesting date, the remaining 333,333 options vested on the first anniversary of the grant date.
​
(2)Options granted to Mr. Fitzgerald on March 23, 2009, vest in three equal installments beginning on the first anniversary date of the option grant.
Employment and Executive Consulting Agreements
(3)
AtOptions granted to Mr. Sammons on January 21, 2016 vested in three equal annual installments with the first installment vesting on the grant date and the remaining installments vesting on each of the first and second anniversaries of the grant date.
​
(4)
Restricted shares granted to Messrs. Shen and Sammons vest in full on January 24, 2023, the first anniversary date of the grant date.
​

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Employment Agreements
As of March 31, 2012,2022, we had employment agreements with each of our Named Executive Officers.

James S. MolinaroAlexander Shen Employment Agreement
Mr. Molinaro’s service as our Chief Executive Officer began on July 21, 2010 and is governed by the terms of an offer letter executed by Mr. Molinaro and us dated July 15, 2010 (the “Offer Letter”).  Pursuant to the Offer Letter, Mr. Molinaro will receive an annual base salary of $300,000 (subject to adjustment by our board of directors from time to time) and will be eligible to receive an annual performance bonus of up to 50% of his then-current base salary.  In addition, on August 4, 2010, we granted to Mr. Molinaro an option to purchase 1,000,000 shares of Common Stock under the 2006 Plan (the “Option Grant”), with an exercise price of $0.70, the closing price per share of Common Stock on the date of grant.  The Option Grant will vest in substantially equal annual installments on each of the first three anniversaries of the date of grant, and will expire on August 4, 2020.
The Offer Letter also provides for certain severance payments to Mr. Molinaro in the event of his termination.  If Mr. Molinaro is terminated other than for “cause”, or because of his death or disability (or if Mr. Molinaro resigns for “good reason”), he will be entitled to receive 12 months of continued payment of his then-current annual base salary as well as reimbursement for payments for continued health benefits under our health plans for twelve months.  If Mr. Molinaro’s employment is terminated under such circumstances, and such termination occurs between the date we enter into a letter of intent pursuant to which it would consummate a change of control and the date that is 31 days after the consummation of such change of control, Mr. Molinaro will be entitled to the same severance payments but for an 18 month period following termination, and all unvested shares underlying the Option Grant at the time of termination will become immediately vested upon such termination.  Under the Offer Letter, “cause” is defined to include, without limitation, (i) Mr. Molinaro’s insubordination or failure to apply best efforts to his employment duties; (ii) his conviction of, or plea of nolo contendere to, any felony or crime involving dishonesty, fraud or moral turpitude; (iii) neglect of his employment duties or failure to perform those duties to the satisfaction of our board of directors that is not cured within 30 days of notice thereof; and (iv) his negligent (or worse) misconduct in connection with his duties that violates our code of conduct, code of ethics or other policies.  Mr. Molinaro’s resignation within 60 days of the occurrence of any of the following, without his consent, constitutes “good reason” under the Offer Letter: (i) a material reduction in Mr. Molinaro’s then-current base salary; (ii) a breach of the Offer Letter by us that is not cured within 30 days of notice thereof; or (iii) a material and adverse change in his duties, authority or responsibilities that is not cured within 30 days.
17

In addition to the compensation and severance arrangements described above, the Offer Letter contains customary provisions relating to confidentiality and non-competition, and provides for the execution of an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement (the “Confidentiality Agreement”), which was executed by us and Mr. Molinaro on July 21, 2010.   The Confidentiality Agreement (i) prohibits Mr. Molinaro from divulging to third parties or using our confidential information, whether developed by him or not, without our prior consent; (ii) confirms that all intellectual work products generated by Mr. Molinaro during the term of his employment with us, including, without limitation, writings, processes, drawings and diagrams, are the property of us; and (iii) prohibits Mr. Molinaro from competing against us, including by soliciting our employees or its current or prospective clients, until the one year anniversary of the later of the termination of his employment and the receipt of his last severance payment.
On April 19, 2011, our board of directors approved an annual base salary of $330,000 for Mr. Molinaro, effective retroactively as of April 1, 2011. Additionally, we granted to Mr. Molinaro an option to purchase 250,000 shares of Common Stock under the 2006 Plan, with an exercise price of $1.96, the closing price per share of Common Stock on the date of grant. Mr. Molinaro’s April 19, 2011 option will vest in substantially equal annual installments on each of the first three anniversaries of the date of grant, and will expire on April 18, 2021.
Stanley A. Youtt Employment Agreement
In February 2006, contemporaneously with our acquisition of Ranor, Ranor entered into an employment agreement with Stanley A. Youtt pursuant to which he would serve as Ranor’s chief executive officer for a term of three years ending on February 28, 2009.  In February 2009, we and Mr. Youtt renewed his agreement at the annual rate of $220,000 on terms comparable to the original agreement.  In February 2012, Mr. Youtt’s employment agreement was amended (as amended, the “Letter Agreement”) to reflect his transition to Executive Vice President of Special Projects and CEO Emeritus of Ranor. Pursuant to the Letter Agreement, Mr. Youtt will serve as Ranor’s Executive Vice President of Special Projects effective February 8, 2012 for an initial term of three months; thereafter, the Letter Agreement and the terms of employment set forth therein, will renew automatically for one-month terms until either party notifies the other of its desire to terminate the employment relationship. We and Ranor, on the one hand, and Mr. Youtt, on the other hand, retain the right to terminate the Letter Agreement and the employment relationship at any time, including during the initial three-month term, by providing written notice of such termination to the non-terminating party 30 days in advance of the desired termination date. The Letter Agreement provides that Mr. Youtt will receive the same compensation and benefits as he received in his former capacity, including an annual base salary of $220,000, health insurance, and reimbursement of periodic travel-associated expenses pursuant to Ranor’s normal travel and expense policies.
The Letter Agreement confirms certain payments to Mr. Youtt upon termination, as contemplated by the original employment agreement. Upon termination of his employment for any reason and subject to Mr. Youtt signing a general release, Ranor will pay Mr. Youtt amounts consistent with his then-current annual base salary rate (less any applicable deductions) on a weekly basis commencing with the first payroll cycle following the termination of his employment, in accordance with Ranor’s customary payroll practices.  Ranor will also provide for the continuation of Mr. Youtt’s then-current health and medical benefits for a period of one year after the termination of his employment.
On February 22, 2012, Mr. Youtt provided us with 30 days' advance notice terminating the Letter Agreement as of March 23, 2012.
Richard F. Fitzgerald Employment Agreement
We executed an employment agreement with Mr. Shen on November 17, 2014 (the “CFOCEO Employment Agreement”) on March 23, 2009, to engage Mr. FitzgeraldShen for the position of chief financial officer.Chief Executive Officer. The terms of the CFOCEO Employment Agreement provide that Mr. Fitzgerald shallShen will report directly to our board of directors and our chief executive officerothers at the direction of the board at such time and in such detail as the board shall reasonably require and his duties include, butand responsibilities shall consist of such powers, duties and responsibilities as are not limitedcustomary for the office of Chief Executive Officer of a company similar in size and stature to directing the preparation of budgets, financial forecasts and strategic planning as well as establishing major economic objectives and policies for us and ensuring compliance with SEC reporting obligations.Company.
18

Upon his execution ofPursuant to the CFOCEO Employment Agreement, Mr. Fitzgerald received a signing bonus of $25,000.  Pursuant to the CFO Employment Agreement, Mr. FitzgeraldShen receives an annual base salary of $195,000$300,000, increased by the board of directors from $275,000, which may be increased from time to time by the board of directors, and was awarded a one-time grant of options to purchase 150,0001,000,000 shares of our Common Stock, which vestvested in three equal parts over three years.amounts on the date of grant and each of the subsequent two anniversaries of the date of grant. Mr. Shen’s annual base salary has since been increased to $300,000. The exercise price of the options wasis equal to the closing market price as of the grant date. Mr. FitzgeraldShen is also eligible for an annual cash performance bonus based upon our financial performance as determined by our board of directors.directors and targeted at up to 75% of Mr. FitzgeraldShen’s annual base salary, which target was increased by the board of directors from 60%. The CEO Employment Agreement provides that the Company was required to pay no less than one-half of the targeted bonus amount for fiscal 2015. Mr. Shen is entitled to participate fully in our employee benefit plans and programs.programs and is entitled to four weeks of vacation per year. Mr. FitzgeraldShen will also be reimbursed for reasonable and necessary out-of-pocket expenses incurred by him in the performance of his duties and responsibilities as chief financial officer.Chief Executive Officer. Under the terms of the CEO Employment Agreement, and in connection with his relocation to Westminster, Massachusetts, Mr. Shen was also entitled to assistance with temporary living arrangements and a relocation allowance of $35,000 at the time of his relocation.

Pursuant to the terms of the CEO Employment Agreement and subject to Mr. Shen’s execution of a release of claims in favor of the Company, in the event we terminate Mr. Shen’s employment without “cause” (as defined below) or Mr. Shen resigns his employment for “good reason” ​(as defined below) at any time during the six-month period following a change in control, he will be entitled to receive continuation of his base salary for twelve months following termination of his employment, payable under the Company’s normal payroll practices. We may terminate the CFO Employment Agreement at any time without “cause,” as defined therein.  In the event of a termination without cause, we will be required to pay Mr. Fitzgerald an amount equal to one year of his base salary paid in equal installments in accordance with our payroll policies.  We may terminate the CFOCEO Employment Agreement for cause at any time upon seven days written notice, during which period Mr. FitzgeraldShen may contest his termination before our board of directorsdirectors.

Upon terminationIn general, “cause” is defined as: (i) Mr. Shen’s refusal to perform material duties and responsibilities or follow legal and reasonable directive of the CFO Employment Agreement, Mr. Fitzgerald willboard of directors, (ii) the willful misappropriation of Company funds or property, (iii) any willful or intentional act which he should have reasonably anticipated would reasonably be expected to materially damage the obligation not to disclose our confidential information Company’s reputation, business and/or trade secrets to anyone following terminationrelationships, (iv) excessive use of alcohol or use of illegal drugs, or (v) any material breach of the CFOCEO Employment Agreement. Mr. FitzgeraldShen is also subject to a covenant not to compete with us for a period of 12 months following termination of the CFOCEO Employment Agreement.
On April 19, 2011, our board In general, “good reason” is defined as: (A) a material adverse change in the duties, responsibilities or effective authority associated with his position, or (B) a material reduction by the Company of directors approved an annualMr. Shen’s base salary, each after Mr. Shen has given the Company written notice and the Company has failed to cure such act within 30 days following receipt of $245,000 forsuch notice.
In addition to the compensation and severance arrangements described above, the CEO Employment Agreement contains customary provisions (i) prohibiting Mr. Fitzgerald, effective retroactively as of April 1, 2011. Additionally, we grantedShen from divulging to Mr. Fitzgerald an option to purchase 100,000 shares of Common Stock under the 2006 Plan, with an exercise price of $1.96, the closing price per share of Common Stock on the date of grant. Mr. Fitzgerald’s April 19, 2011 option will vest in substantially equal annual installments on eachthird parties or using confidential information or trade secrets of the first three anniversariesCompany; (ii) confirming that all intellectual work products generated by Mr. Shen during the term of his employment with the Company are the sole property of the dateCompany; and (iii) prohibiting Mr. Shen from competing against the Company, including by soliciting the Company’s employees or its current or prospective clients, until the one year anniversary of grant, and will expire on April 18, 2021.the termination of his employment.
Thomas Sammons Employment Agreement
On JulyMarch 31, 2010, our board of directors approved2016, we entered into an annual base salary of $225,000 for Mr. Fitzgerald,Employment Agreement with Thomas Sammons (the “Sammons Employment Agreement”), which became effective retroactively as of April 1, 2010.  Additionally, we granted toJanuary 20, 2016 and governs Mr. Fitzgerald an option to purchase 150,000 shares of Common Stock underSammons’s

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employment as our 2006 Plan (the “CFO Option Grant”), with an exercise price of $0.70, the closing price per share of Common Stock on the date of grant.  The CFO Option Grant will vest in substantially equal annual installments on each of the first three anniversaries of the date of grant, and will expire on August 4, 2020.
Robert Francis Employment Agreement
Ranor executed an employment agreement (the “Francis Employment Agreement”) on January 27, 2012, to engage Mr. Francis for the position of President and General Manager of Ranor. The terms of the Francis Employment Agreement provide that Mr. Francis shall report directly to our board of directors and our chief executive officer.

Chief Financial Officer. Pursuant to the FrancisSammons Employment Agreement, Mr. FrancisSammons: (i) receives an annual base salary of  $230,000 and was awarded a one-time grant$235,000, increased by the board of directors from $200,000; (ii) received an award of stock options to purchase 50,000500,000 shares of our Common Stock which vest in three equal parts over three years.  The exercise price of the options was equalpursuant to the market price as of the grant date.  Mr. Francis was also granted a relocation stipend of $1,250 per month beginning on February 8, 2012 and ending on August 7, 2013.  Mr. Francis is also eligible for an annual cash performance bonus based upon our financial performance of as determined by our board of directors. Mr. Francis is entitled to participate fully in our employee benefit plans and programs.  Mr. Francis will also be reimbursed for reasonable and necessary out-of-pocket expenses incurred by him in the performance of his duties and responsibilities.

We may terminate the Francis Employment Agreement at any time during the six months following a change in control without “cause,” as defined therein.  In the event of a termination without cause upon a change in control, we will be required to pay Mr. Francis an amount equal to six months of his base salary paid in equal installments in accordance with our payroll policies.  If the Francis Employment Agreement is terminated for any reason other than for “cause” or “good reason” following a change in control, Mr. Francis will only be entitled to payment of accrued and unpaid base salary through the date of the cessation of the employment.
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Upon termination of the Francis Employment Agreement, Mr. Francis will have the obligation not to disclose our confidential information or trade secrets to anyone following such termination.  Mr. Francis is also subject to a covenant not to compete with us for a period of one year following termination of the Francis Employment Agreement.
2006 Long-Term Incentive Plan

Under ourTechPrecision Corporation 2006 Long-Term Incentive Plan, as amended (the “2006 Plan”), each newly elected independent director receives at the time of his election, a five-year option to purchase 50,000 shares of Common Stock atwith an exercise price equal to the fair market value of the Common Stock on the grant date and which vested in substantially equal amounts on the date of his or her election. The option vests as to 30,000 sharesinitial grant and each of Common Stock onthe subsequent two anniversaries of the date of grantgrant; and 10,000 shares of Common Stock on each of the first and second anniversaries of the grant date. The 2006 Plan also provide(iii) will be eligible for an annual option grantcash performance bonus of 10,000 sharesup to 50% of Common Stockbase salary, subject to directors beginning on July 1 aftergoals and objectives set by the third anniversary of a director’s election toChief Executive Officer and our board of directors. Under the Sammons Employment Agreement, Mr. Sammons also will be eligible to participate in Company benefits provided to other senior executives as well as benefits available to Company employees generally. Under the terms of the Sammons Employment Agreement and in connection with his relocation to Westminster, Massachusetts, Mr. Sammons was also entitled to assistance with temporary living arrangements and a relocation allowance of $35,000 at the time of his relocation.
The Sammons Employment Agreement also provides for certain severance payments to Mr. Sammons in the event of his termination. Subject to Mr. Sammons’s execution of a release of claims in favor of the Company, if Mr. Sammons is terminated without “cause” ​(as defined below) or Mr. Sammons terminates his employment for “good reason” ​(as defined below) at any time during the six-month period following a change in control, he will be entitled to receive continuation of his base salary for twelve months following termination of his employment, payable under the Company’s normal payroll practices.
OfIn general, “cause” is defined as: (i) Mr. Sammons’s refusal to perform material duties and responsibilities or follow legal and reasonable directive of the 3,300,000 sharesboard of Common Stock covereddirectors, (ii) the willful misappropriation of Company funds or property, (iii) any willful or intentional act which he should have reasonably anticipated would reasonably be expected to materially damage the Company’s reputation, business and/or relationships, (iv) excessive use of alcohol or use of illegal drugs, or (v) any material breach of the Sammons Employment Agreement. In general, “good reason” is defined as: (A) a material adverse change in the duties, responsibilities or effective authority associated with his position, or (B) a material reduction by the 2006Company of Mr. Sammons’s base salary, each after Mr. Sammons has given the Company written notice and the Company has failed to cure such act within 30 days following receipt of such notice.
In addition to the compensation and severance arrangements described above, the Sammons Employment Agreement contains customary provisions (i) prohibiting Mr. Sammons from divulging to third parties or using confidential information or trade secrets of the Company; (ii) confirming that all intellectual work products generated by Mr. Sammons during the term of his employment with the Company are the sole property of the Company; and (iii) prohibiting Mr. Sammons from competing against the Company, including by soliciting the Company’s employees or its current or prospective clients, until the one year anniversary of the termination of his employment.
2016 Long-Term Incentive Plan as
The purposes of October 24, 2012,the 2016 Plan are to: (a) enable the Company and its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) provide those employees, directors and consultants with an incentive for productivity; and (c) provide those employees, directors and consultants with an opportunity to share in the growth and value of the Company.
Employees, directors, consultants and other individuals who provide services to the Company or its affiliates are eligible to be granted awards under the 2016 Plan; provided, however, that only employees of the Company or any parent company or subsidiary of the Company are eligible to be granted incentive stock options. As of March 31, 2022, approximately 159 employees and four non-employee directors are eligible to participate in the 2016 Plan, and there were outstanding options granted under the 2016 Plan to purchase 2,440,6662,670,000 shares of our Common Stock whichwith a weighted-average exercise price of $0.343. This amount included options to purchase 342,5002,270,000 shares of Common Stock issued to our independent directors and options to purchase 1,655,000 shares of Common Stock issued to our executive officers.
The following table summarizes the equity compensation plans under which our securities may be issued as As of March 31, 2012.2022, the closing price of our Common Stock was $1.67 per share.
Additional Retirement Benefits
During fiscal 2022, our chief executive officer and chief financial officer each participated in our qualified 401(k) plan that provides participants the opportunity to defer taxation on a portion of their income, up to limits set forth in the Internal Revenue Code, and receive a matching Company contribution.

Plan CategoryNumber of securities to be issued upon exercise of outstanding options and warrants Weighted-average exercise price of outstanding options and warrants Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders2,415,666 $1.040 403,840
Equity compensation plan not approved by security holders100,000 $1.65 N/A
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Compensation Policies and Practices and Risk Management
One of the responsibilities of the Compensation Committeeour board of directors, in its role in setting executive compensation and overseeing our various compensation programs, is to ensure that our compensation programs are structured so as to discourage inappropriate risk-taking. We believe that our existing compensation practices and policies for all employees, including executive officers, mitigate against this risk by, among other things, providing a meaningful portion of total compensation in the form of equity incentives. These equity incentives are awarded with either staggered or cliff vesting over several years, so as to promote long-term rather than short-term financial performance and to encourage employees to focus on sustained stock price appreciation. In addition, our existing compensation policies attempt to discourage employees from taking excessive risks to achieve individual performance objectives such as annual cash incentive compensation and long termlong-term incentive compensation which are based upon balanced company-wide, business unit and individual performance and base salaries structured so as to be consistent with an employee’s responsibilities and general market practices. The Compensation Committeeboard of directors, as a whole, is responsible for monitoring our existing compensation practices and policies and investigating applicable enhancements to align our existing practices and policies with avoidance or elimination of risk and the enhancement of long-term stockholder value.

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VII. RELATED PARTY TRANSACTIONS
Certain Relationships and Related Transactions
On December 20, 2010, the Company, through its wholly-owned subsidiary, Ranor, purchased the property located in Westminster, MA, pursuant to a Purchase and Sale Agreement, by and among the former owner of the property WM Realty (an entity controlled by one of the Company’s directors), and Ranor. This transaction terminated the relationship between the Company and WM Realty. As such, WM Realty was not included in the Company’s consolidated financial statements after March 31, 2011.
The property included a 125,000 sq. ft. manufacturing facility recently expanded to 145,000 sq. ft. that serves as Ranor’s primary operating location. Pursuant to the Purchase and Sale Agreement, Ranor paid WM Realty $4,275,000 for the property, which price was based on independent, third-party real estate appraisals obtained by the Company. Under the Purchase and Sale Agreement, the parties agreed to share equally in the $91,448 prepayment penalty associated with early termination of the mortgage that encumbered the property and which was paid off in full in connection with the closing under the Purchase and Sale Agreement. In addition, the Purchase and Sale Agreement provided for the early termination of Ranor’s lease of the property from WM Realty, pursuant to which Ranor had been paying annual rent of $450,000. For the year ended March 31, 2011, WM Realty had a net loss of $36,206 and made capital distributions of $1.3 million.
On November 15, 2010, WCMC leased approximately 1,000 sq. ft. of office space from an affiliate of Cleantech Solutions International (“CSI”) to serve as its primary corporate offices in Wuxi, China. The lease has an initial two-year term and rent under the lease with the CSI affiliate is approximately $17,000 on an annual basis. In addition to leasing property from an affiliate of CSI, the Company subcontracts fabrication and machining services from CSI through their manufacturing facility in Wuxi, China and such subcontracted services are overseen by the Company personnel co-located at CSI in Wuxi, China. We view CSI as a related party because a holder of approximately 18% of the fully diluted equity interest of CSI is also the holder of approximately 36% of the fully diluted equity interest of the Company. WCMC is also subcontracting manufacturing services from other Chinese manufacturing companies on comparable terms as those it has with CSI. The Company paid $1.7 million to CSI for materials and manufacturing services in fiscal 2012.
Related Party Transaction Policy
All transactions with related parties that may present actual, potential or perceived conflicts of interest are subject to approval by the Audit Committee.Committee, under the terms of the Audit Committee’s charter. As part of its review of related party transactions, the Audit Committee generally seeks to obtain evidence regarding whether the terms of the related party transaction are market-based. The Audit Committee relies on such information, in addition to other transaction-specific factors, in its review and approval of related party transactions.
Related Person Transactions
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We are not aware of any transactions, since April 1, 2021, or any proposed transactions, in which the Company was a party, where the amount involved exceeded $120,000 and in which a director, executive officer, holder of more than 5% of our Common Stock, any member of the immediate family of any of the foregoing persons or any other “related person” ​(as defined under the rules of the SEC), had or will have a direct or indirect material interest.
 

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VIII.
PROPOSAL TWO –— RATIFICATION OF THE SELECTION OF KPMGMARCUM LLP AS OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING
MARCH 31, 2013
2023
The Audit Committee has selected KPMGMarcum LLP (“KPMGMarcum”) as our independent registered public accounting firm for the fiscal year ending March 31, 2013.2023.
The Audit Committee has recommended that the stockholders vote for ratification of the appointment of KPMGMarcum as our independent registered public accounting firm. A representative of KPMGMarcum is expected to attend the Annual Meeting via teleconference and withwill have the opportunity to make a statement and/or respond to appropriate questions from shareholdersstockholders present at the Annual Meeting.
Neither our bylawsby-laws nor other governing documents or laws require stockholder ratification of the appointment of KPMGMarcum as our independent registered public accounting firm. However, the Audit Committee is submitting the appointment of KPMGMarcum to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain that firm.Marcum. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determineit determines that such a change would be in the best interests of our stockholders.
The affirmative vote of the majority of the votes represented by the holders of shares present in person or represented by proxy and entitled to votecast at the Annual Meeting, either virtually or by proxy will be required to ratify the appointment of KPMG.Marcum.

​​
Our board of directors recommends a vote “FOR” the ratification of the selection of KPMGMarcum LLP as
our independent registered public accounting firm for the fiscal year ending March 31, 2013.2023.
​​
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IX.

AUDIT COMMITTEE REPORT
The Audit Committee Report that follows shall not be deemed to “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any filing made by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, notwithstanding any general statement contained in any such filing incorporating this proxy statementProxy Statement by reference, except to the extent we incorporate such Report by specific reference.
TheIn fulfilling its responsibilities with respect to the Company’s audited financial statements for the year ended March 31, 2022, the Audit Committee of our board of directors has:took the following actions:
•
Reviewed and discussed the audited financial statements with management;
management and Marcum;
​
•
Discussed with KPMG LLP and Tabriztchi & Co., CPA, P.C., our independent registered public accounting firms, for the fiscal year ended March 31, 2012 and March 31, 2011, respectively,Marcum the matters required to be discussed by auditing standards that govern communications with audit committees;the applicable requirements of the Public Company Accounting Oversight Board concerning the conduct of the audit; and
​
•
Received the written disclosures and the letter from KPMG LLP and Tabriztchi & Co., CPA, P.C.Marcum regarding its communications with the Audit Committee concerning independence, as required by the Public Company Accounting Oversight Board, and has discussed its independence with KPMG LLPMarcum the firm’s independence.
​
Management is responsible for the preparation, presentation and Tabriztchi & Co., CPA, P.C.
integrity of our financial statements, accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations, including the effectiveness of internal control over financial reporting. Marcum was responsible for performing an independent audit of our financial statements and expressing an opinion as to their conformity with generally accepted accounting principles. Marcum had full access to the Audit Committee to discuss any matters they deem appropriate.
In reliance upon the review and discussions referred to above, the Audit Committee recommended to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended March 31, 2012.2022.

The Audit Committee
Michael R. Holly, Chairman
Leonard
Robert A. Crisafulli, Chair
Walter M. Anthony
Philip A. Dur
Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing.
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Schenker
 

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AUDIT

PRINCIPAL ACCOUNTANT FEES
The following is a summary of fees for professional services rendered by KPMG and our former independent registered public accounting firm, Tabriztchi & Co., CPA, P.C. (“Tabriztchi”),Marcum LLP for the years ended March 31, 2012 and 2011:ended:
​​​March 31, 2022​​March 31, 2021​
Audit Fees​​​​468,574.26​​​​$260,870​​
Audit related fees​​​​1,377.29​​​​​—​​
Tax fees​​​​—​​​​​—​​
All other fees​​​​31,058.37​​​​​51,500​​
Total​​​​501,009.92​​​​$312,370​​

  Year ended March 31, 
  2012  2011 
Audit fees $264,000  $91,555 
Audit related fees  16,500   7,000 
Tax fees  94,000   9,287 
All other fees  --   -- 
Total $374,500  $107,842 


Audit fees.   Audit fees represent fees for professional services performed by KPMG and TabriztchiMarcum LLP for the audit of our annual financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit-related fees.   Audit-related fees represent fees for assurance and related services performed by KPMG and TabriztchiMarcum LLP that are reasonably related to the performance of the audit or review of our financial statements and not reported under "Audit Fees."are traditionally performed by the independent registered public accounting firm. These services include services related to the annual audit of our 401(k) savings plan and consultation with respect to financial reporting and accounting standards.special procedures required to meet certain regulatory requirements.
Tax fees. Tax   There were no fees represent feespaid to Marcum LLP for tax compliance, tax advice and tax planning services performed by KPMGfor the fiscal years ended March 31, 2022 and Tabriztchi.  During2021.
All other fees.   Other fees related to due diligence on a potential acquisition were paid to Marcum in the fiscal year ended March 31, 2012, KPMG and Tabriztchi provided support services related to an IRS audit.

All other fees.2022. There were no other fees paid to KPMG and TabriztchiMarcum LLP for the fiscal year ended March 31, 2012 and March 31, 2011.2022.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The independent registered public accounting firm and our management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. All services provided by the independent registered public accounting firm in fiscal 2022 and fiscal 2021 were pre-approved by the Audit Committee.

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X. PROPOSAL THREE -— REVERSE STOCK SPLIT AND DECREASE IN AUTHORIZED SHARES
In connection withWe are seeking stockholder approval to grant the meetingBoard discretionary authority to amend the Company’s Certificate of Incorporation to (i) effect a reverse stock split (“Reverse Split”) of the Company’s stockholders heldcommon stock at a ratio of between one-for-two and one-for-five, with such ratio to be determined at the sole discretion of the Board and with such reverse stock split to be effected at such time and date prior to March 31, 2023, if at all, as determined by the Board in 2011its sole discretion and (ii) if and when the reverse stock split is effected, reduce the number of authorized shares of our common stock from 90,000,000 to 50,000,000 (the “2011 Annual Meeting”“Proposed Amendments”), our board. If approved, and deemed necessary by the Board, the Proposed Amendments will be effective upon the filing of directors recommended, and the stockholders approved, ana certificate of amendment to our Certificate of Incorporation, to effect a reverse stock split of our Common Stockor at an exchange ratio of no greater than 1-for-2, at anysuch other date and time prior toas may be specified in such certificate, in substantially the one year anniversary of such meeting, the implementation and timing of which was subject to the discretion of our board of directors. According to the terms of the proposal approved at the 2011 Annual Meeting, our board of directors’ authority to implement the amendment to our Certificate of Incorporation and to effectuate the reverse stock split expired on September 15, 2012.
Our board of directors did not implement the amendment to our Certificate of Incorporation as approved by the stockholders prior to the expiration of its authority to do so. Our board of directors is again seeking the authority to implement such an amendment. As such, our board of directors has adopted, declared advisable and is submitting for stockholder approval a similar amendment to our Certificate of Incorporation to effect a reverse stock split of our Common Stock at an exchange ratio no greater than 1-for-2, such ratio to be determined by our board of directors, at any time prior to the one year anniversary of this Annual Meeting, the implementation and timing of which is subject to the discretion of our board of directors.
By voting in favor of Proposal Three, stockholders will be approving an amendment to our Certificate of Incorporation in order to effect a reverse stock split of our outstanding Common Stock at an exchange ratio no greater than 1-for-2, such ratio to be determined by our board of directors (the “Reverse Stock Split”). Our board of directors believes that stockholder approval of a range of ratios (as opposed to approval of a specified ratio) provides our board of directors with maximum flexibility to achieve the purposes of the Reverse Stock Split and, therefore, is in the best interests of the Company and its stockholders. After the receipt of stockholder approval of this amendment, our board of directors will thereafter have the ability at any time prior to the one year anniversary of the Annual Meeting to unilaterally give effectform attached to this amendment, and thereafter, the amendment will be filedproxy statement as Annex A (the “Certificate of Amendment”), with the Secretary of State of Delaware, with the Statetiming of Delaware. Pursuantsuch filing to occur, if at all, at the lawsole discretion of the Board.
If this Proposed Amendments are approved by our stockholders, the Board will have the authority, in its sole discretion, without further action by our stockholders, to effect the Proposed Amendments. Even if our stockholders approve the Proposed Amendments, we reserve the right not to effect any reverse stock split of the common stock if the Board does not deem it to be in the best interests of our statestockholders. The Board believes that granting this discretion provides the Board with maximum flexibility to act in the best interests of incorporation, Delaware, our board of directors must adopt any amendment to our Certificate of Incorporation and submit the amendment to our stockholders for their approval. The affirmative vote of a majority of the outstanding shares of common stock is required to approve Proposal Three.stockholders. Upon implementation of the reverse stock split,Proposed Amendments, up to twofive shares of outstanding Common Stock will be automatically converted into one share of Common Stock.Stock and the number of authorized shares will be reduced to 50,000,000.
Our board of directors believesWe believe that the Reverse Stock Split is an effective means of increasing the per share market price of our Common Stock in order to achieve the minimum per share stock price necessary to qualify for listing on well-recognized stock exchanges, such as Nasdaq. Nasdaq Stock Market. Our board of directors will only effect the Reverse Stock Split in connection with an application to list our Common Stock on a stock exchange. It will not effect the Reverse Stock Split for any other purpose.
The form of the proposed amendment to our Certificate of Incorporation to effect the Reverse Stock Split is attached to this Proxy Statement as Appendix A (the “Certificate of Amendment”) and the following discussion is qualified in its entirety by the full text of the Certificate of Amendment.
Our board of directors, in its discretion, may elect to file the Certificate of Amendment upon receipt of stockholder approval if it determines, in its discretion, to proceed with the Reverse Stock Split. In determining whether to effect the Reverse Stock Split following the receipt of stockholder approval,purpose. If our board of directors does not effect the Reverse Split, there will be no reduction in the number of authorized or issued and outstanding shares of our Common Stock.
One principal effect of the Reverse Split would be to decrease the number of outstanding shares of our common stock. Except for de minimis adjustments that may consider, amongresult from the treatment of fractional shares as described below, the Reverse Split will not have any dilutive effect on our stockholders because each stockholder would hold the same percentage of our common stock (in hand or on an as-converted basis) as such stockholder held immediately prior to the Reverse Split. The relative voting and other things, factors such as:rights that accompany the shares would not otherwise be affected by the Reverse Split. Although the authorized number of shares of common stock and preferred stock will be adjusted as a result of the Reverse Split, it will not be less than any potential exchange ratio approved for the Reverse Split, so another effect will be to decrease the number of authorized but unissued shares of our common stock.

·the historical trading price and trading volume of our Common Stock;

·the aggregate market value of our Common Stock then held by non-affiliates;

·the then prevailing trading price and trading volume of our Common Stock and the anticipated impact of the Reverse Stock Split on the trading market for our Common Stock;

·our ability to satisfy the initial listing requirements of well recognized stock exchanges;
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·our stockholders’ equity at such time;

·the shares of our Common Stock available for issuance in the future;

·the nature of our operations; and

·prevailing general market and economic conditions.
Purposes of the Reverse Stock Split
Proposed Amendments
Reverse stock splits generally cause the stock price per share to rise because there are lessfewer outstanding shares of common sharesstock that represent the entire equity of the Company. An increased stock price may encourage investor interest and improve the marketability and liquidity of our Common Stock. Because of the trading volatility often associated with low-priced stocks, many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Our board of directors believes that the anticipated higher market price resulting from the Reverse Stock Split may reduce, to some extent, the negative effects on the liquidity and marketability of our Common Stock inherent in some of the policies and practices of these institutional investors and brokerage firms described above. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. Our board of directors also believes that the Reverse Stock Split is an effective means of increasing the per share

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market price of our common stock in order to achieve the minimum per share stock price necessary to qualify for listing on well recognized stock exchanges.
exchanges, including the Nasdaq Stock Market.
Our board of directors would effect the Reverse Stock Split only upon our board of directors’ determination that the Reverse Stock Split would be in our and our stockholders’ best interests following stockholder approval. If our board of directors were to effect the Reverse Stock Split, our board of directors would determine the exact exchange ratio for the Reverse Stock Split (which will be with an exchange ratio no greater than 1-for-2)between one-for-two and one-for-five), set the timing for the Reverse Stock Split and file the Certificate of Amendment. No further action on the part of stockholders is required to either implement or abandon the Reverse Stock Split. If our board of directors determines to implement the Reverse Stock Split, we will publicly announce, prior to the effective date of the Reverse Stock Split, additional details regarding the Reverse Stock Split. If our board of directors does not implement the Reverse Stock Split prior to the one year anniversary of the Annual Meeting,March 31, 2023, the authority granted in this proposal to implement the Reverse Stock Split will terminate. The board of directors reserves its right to elect not to proceed, and to abandon, the Reverse Stock Split if it determines, in its sole discretion, that this proposal is no longer in our best interests.
We cannot assure you that the Reverse Split will have any of the desired effects described above. More specifically, we cannot assure you that after the Reverse Split the market price of our common stock will increase proportionately to reflect the ratio for the Reverse Split, that the market price of our common stock will not decrease to its pre-split level, or that our market capitalization will be equal to the market capitalization before the Reverse Split.
In addition, in connection with the Reverse Split, we believe that the number of authorized shares of our Common Stock should be decreased to 50,000,000 shares. Provided that the Reverse Split is effectuated, we do not anticipate the need for 90,000,000 shares of Common Stock in the foreseeable future.
Potential Risks of the Reverse Stock SplitProposed Amendments
If our board of directors were to effect the Reverse Stock Split is effected and the market price of our common stock declines, the percentage decline may be greater than would occur in the absence of a Reverse Split. The market price of our common stock will, however, also be based on performance and other factors, which are unrelated to the number of shares outstanding.
Although the principal purpose of the Reverse Split would be to help increase the per-share market price of our common stock, there can be no assurance that the Reverse Split will result in any particular price for our Common Stock willcommon stock. As a result, the trading liquidity of our common stock may not necessarily improve. Additionally, there can be listed on any stock exchange. Further, regardless of where our Common Stock is traded, there is no assurance that the tradingmarket price per share of our Common Stockcommon stock after the Reverse Split will continue at a levelincrease in proportion to the reduction in the number of shares of our common stock outstanding shares resulting frombefore the Reverse Stock Split. For example, based on the closing price of $[•] per share of our common stock on July [•], 2022, if the Reverse Split were implemented at a ratio of one-for-five, there can be no assurance that the post-split market price of our common stock would be $[•] or greater. Accordingly, the total market capitalization of our Common Stockcommon stock after the proposed Reverse Stock Split may be lower than the total market capitalization before the proposed Reverse StockSplit. Moreover, in the future, the market price of our common stock following the Reverse Split may not exceed or remain higher than the market price prior to the Reverse Split.
The number of shares held by each individual holder of common stock would be reduced if the Reverse Split is implemented. This may increase the number of stockholders who hold less than a “round lot,” or 100 shares. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares. Consequently, the Reverse Split could increase the transaction costs to existing holders of common stock in the event they wish to sell all or a portion of their position.
Additionally, the liquidity of our Common Stock could be affected adversely by the reduced number of shares outstanding after the Reverse Stock Split. Although our board of directors believes that a higher stock price may help generate investor interest, there can be no assurance that the Reverse Stock Split will result in a per share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the decreased liquidity that

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may result from having fewer shares outstanding may not be offset by increased investor interest in our Common Stock. The market price of our Common Stock will also be based on our performance and other factors, some of which are unrelated to the number of shares outstanding.
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Effective Date
The Board intends to effect the Reverse Stock Split only if it believes that a decrease in the number of shares is likely to improve the trading price of our common stock and if the implementation of the Reverse Split is determined by the Board to be in the best interests of the Company and its stockholders. If neither of these conditions is present, then the Board will not be effective until such timeproceed with the Reverse Split.
Effecting the Reverse Split
Upon receipt of stockholder approval for the Proposed Amendments, if our Board concludes that it is in the best interests of our board of directors electsCompany and our stockholders to implement it. Theeffect the Reverse Stock Split, would become effective at the time specified in the Certificate of Amendment which we expect towill be filed with the dateSecretary of State of Delaware before March 31, 2023. The actual timing of the filing of the Certificate of Amendment with the Secretary of State of Delaware to effect the Reverse Split, so long as it is prior to March 31, 2023, will be determined by our Board. In addition, if for any reason our Board deems it advisable to do so, the Reverse Split may be abandoned at any time prior to the filing of the Certificate of Amendment, without further action by our stockholders. The Proposed Amendments will be effective as of the date of filing with the Secretary of State of the State of Delaware. OnDelaware or at such other date and time as is specified in the effective date,Certificate of Amendment (the “Effective Time”). If the Board does not implement the Reverse Split prior to March 31, 2023, the authority granted in this proposal to implement the Proposed Amendments will terminate.
Except as explained below with respect to fractional shares (see “— Principal Effects of the Reverse Split — Treatment of Fractional Shares”), at the Effective Time, all shares of Common Stockour common stock issued and outstanding immediately prior theretoto the Effective Time will be combined, and converted, automatically and without any action on the part of the stockholders, into newa lesser number of shares of Common Stockour common stock calculated in accordance with an exchangethe reverse stock split ratio no greater than 1-for-2, such ratiodetermined by the Board. After the Effective Time, our common stock will have a new committee on uniform securities identification procedures (“CUSIP”) number, which is a number used to identify the Company’s equity securities, and stock certificates with the older CUSIP number will need to be determinedexchanged for stock certificates with the new CUSIP number by our board of directors. If our board of directors does not implementfollowing the Reverse Stock Split prior to the one year anniversary of the Annual Meeting, stockholder approval would be required again prior to the implementation of any reverse stock split.
procedures described below.
Principal Effects of the Reverse Stock Split
Common Stock
After the effective date of any Reverse Stock Split, each stockholder will own fewer shares of our Common Stock. However, the Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in us, except to the extent that the Reverse Stock Split results in any of our stockholders owning a fractional share as described below. Proportionate voting rights and other rights and preferences of the holders of our Common Stock will not be affected by the Reverse Stock Split other than as a result of the payment of cash in lieu of fractional shares.Split. Further, the number of stockholders of record will not be affected by the Reverse Stock Split, except to the extent that any stockholder holds only a fractional share interest and receives cash for such interest after the Reverse Stock Split, as discussed below.
Split.
The Reverse Stock Split is likely to result in some stockholders owning “odd−lots”“odd-lots” of fewer than 100 shares of Common Stock. Brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions on “round−lots”“round-lots” of even multiples of 100 shares.
The Reverse Stock Split would notAlthough the Proposed Amendments will change the number of authorized shares of the Common Stock as designated by our Certificate of Incorporation.Incorporation, the decrease will be less than any potential exchange ratio for the Reverse Split. Therefore, because the number of issued and outstandingauthorized shares of the Common Stock would decrease and the number of shares remaining available for issuance under our authorized pool of Common Stock would increase. These additional shares of our Common Stock would be available for issuance from time to time for corporate purposes such as raising additional capital, acquisitions of companies or assets and sales of stock or securities convertible into or exercisable for our Common Stock. We believe that the availability of the additional shares will provide us with the flexibility to meet business needs as they arise and to take advantage of favorable opportunities. If we issue additional shares for any of these purposes, the ownership interest of our current stockholders would be diluted. Although we continually examine potential acquisitions of companies or assets or other favorable opportunities, there are no current arrangements to issue any additional shares of our Common Stock for such purposes.also decrease.
This proposal has been prompted solely by the business considerations discussed in the preceding paragraphs. Our board of directors will only effect the Reverse Stock Split in connection with an application to list our Common Stock on a stock exchange.   Nevertheless, the additional shares of our Common Stock that would become available for issuance if the Reverse Stock Split is effected could also be used by our management to oppose a hostile takeover attempt or delay or prevent changes in control or changes in or removal of management, including transactions that are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner. For example, without further stockholder approval, our board of directors could sell shares of our Common Stock in a private transaction to purchasers who would oppose a takeover or favor our current board of directors. Our board of directors is not aware of any pending takeover or other transactions that would result in a change in control of the Company, and the proposal was not adopted to thwart any such efforts.
Our Common Stock is currently registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”“Exchange Act”), and we are subject to the periodic reporting requirements of the Exchange Act. The Reverse Stock Split would not affect the registration of our Common Stock under the Exchange Act in any material way.
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Options and Warrants
In addition, all outstanding options and warrants to purchase shares of our Common Stock would be adjusted as a result of the Reverse Stock Split, as required by the terms of those securities. In particular, the number of shares issuable upon the exercise of each instrument would be reduced, and the exercise price per share, if applicable, would be increased, in accordance with the terms of each instrument and based on the exchange ratio of the Reverse Stock Split. The number of shares reserved for issuance under our existing stock option and equity incentive plans would be reduced proportionally based on the exchange ratio of the Reverse Stock Split.
Treatment of Fractional Shares
NoWe will not issue fractional shares would be issued if, as a result of common stock in connection with the Reverse Stock Split, a stockholder would otherwise become entitled to a fractional share. Instead, we would pay to the stockholder, in cash, the valueSplit. In lieu of any fractional shares, we will issue to stockholders of record who would otherwise hold a fractional share arising from the Reverse Stock Split. The cash payment would equal the closing sale price per share of our Common Stock as reported on the OTC Bulletin Board on the last trading day preceding the effective date of the Reverse Stock Split multiplied bybecause the number of pre-split shares of our Common Stock heldcommon stock they hold of record before the Reverse Split is not evenly divisible by the stockholderReverse Split ratio that would otherwise have been exchanged for such fractionalnumber of shares of common stock as rounded up to the nearest whole share. No transaction costs would be assessed to stockholders for thewill receive cash payment. Stockholders would not be entitled to receive interest for theirin lieu of fractional shares.
If you do not hold sufficient shares of our Common Stock to receive at least one share of Common Stock following the Reverse Stock Split and you want to hold our Common Stock after the Reverse Stock Split, you may do so by taking either of the following actions far enough in advance so that it is completed before the Reverse Stock Split is effected:

·purchase a sufficient number of shares of our Common Stock so that you would hold at least that number of shares of our Common Stock in your account prior to the implementation of the Reverse Stock Split that would entitle you to receive at least one share of our Common Stock on a post-split basis; or

·if applicable, consolidate your accounts so that you hold at least that number of shares of our Common Stock in one account prior to the Reverse Stock Split that would entitle you to at least one share of our Common Stock on a post-split basis. Shares held in registered form (that is, shares held by you in your own name on our  share register maintained by our transfer agent) and our Common Stock held in “street name” (that is, shares held by you through a bank, broker or other nominee) for the same investor would be considered held in separate accounts and would not be aggregated when implementing the Reverse Stock Split. Also, shares held in registered form, but in separate accounts by the same investor, would not be aggregated when implementing the Reverse Stock Split.

After the Reverse Stock Split, our then-current stockholders would have no further ownership interest in us with respect to their fractional shares. A person otherwise entitled to a fractional share would not have any voting, dividend or other rights in respect of their fractional share except to receive the cash payment as described above. Such cash payments would reduce the number of post-split stockholders to the extent that there are stockholders holding one pre-split share. Reducing the number of post-split stockholders, is not the purpose of this proposal.
Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where we are domiciled and where the funds for fractional shares would be deposited, sums due to stockholders in payment for fractional shares that are not timely claimed after the effective date may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds have to seek to obtain them directly from the state to which they were paid.
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Effect on Non-Registered Stockholders
Non-registered stockholders holding our Common Stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the consolidation than those that would be put in place by us for registered stockholders, and their procedures may result, for example, in differences in the precise cash amount being paid by such nominees in lieu of a fractional share. If you hold your shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.
Book-Entry Shares and Payment for Fractional Shares
The combination of and reduction in the number of our outstanding shares of Common Stock as a result of the Reverse Stock Split would occur automatically on the effective date without any action on the part of our stockholders. Our registered stockholders may hold some or all of their shares electronically in book-entry form. These stockholders will not have stock certificates evidencing their ownership of common stock. They are, however, provided with a statement reflecting the number of shares of our Common Stock registered in their accounts.
Stockholders who hold registered shares of our Common Stock in book-entry form do not need to take any action to receive post-Reverse Stock Split shares of our Common Stock in registered book-entry form or the cash payment in lieu of any fractional interest, if applicable.form. These stockholders will have their pre-Reverse Stock Split shares exchanged automatically and a statement will be mailed to them upon exchange indicating the number of shares owned by such stockholders following the Reverse Stock Split. A check will also be mailed to such stockholders’ registered address as soon as practicable after the effective date of the Reverse Stock Split. By signing and cashing this check, such stockholders will warrant that they owned the shares of our Common Stock for which they received the cash payment.
Exchange of Stock Certificates and Payment for Fractional Shares
If our board of directors decides to effect the Reverse Stock Split, we will file the Certificate of Amendment with the Secretary of State of the State of Delaware. The Reverse Stock Split will become effective at the time specified in the Certificate of Amendment, which we expect to be the date of filing of the Certificate of Amendment, and which we refer to as the “Effective Date.”
As soon as practicable after the Effective Date, transmittal forms will be mailed to each holder of record of certificates for shares of our Common Stock to be used in forwarding such certificates for surrender in exchange for any cash payment due for fractional shares and,, if so elected by the holder, new certificates representing the number of shares of our Common Stock held by such stockholder following the Reverse Stock Split. Our transfer agent will act as exchange agent for purposes of implementing the payment in lieu of fractional shares and exchanging stock certificates. The transmittal forms will be accompanied by instructions specifying other details of the exchange. Upon receipt of the transmittal form, each stockholder should surrender the certificates representing shares of our Common Stock prior to the Reverse Stock Split in accordance with the applicable instructions. No new certificates and no payments in lieu of fractional shares will be issued to a stockholder until the stockholder has surrendered his or her outstanding stock certificate(s) together with the properly completed and executed transmittal form to the exchange agent.
 
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Stockholders should not destroy any stock certificate(s) and should not submit any stock certificate(s) until requested to do so.
Accounting Consequences
The par value per share of our Common Stock would remain unchanged at $0.0001 per share after the Reverse Stock Split. As a result, on the Effective Date of the Reverse Stock Split, the stated capital on our balance sheet attributable to our Common Stock would be reduced proportionally, based on the actual exchange ratio of the Reverse Stock Split, from its present amount, and the additional paid-in capital account would be credited with the amount by which the stated capital is reduced. The loss per share and net book value per share would be increased because there would be fewer shares of our Common Stock outstanding. We do not anticipate that any other accounting consequences would arise as a result of the Reverse Stock Split.
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No Appraisal Rights
In connection with the approval of the Reverse Stock Split, stockholders of the Company will not have a right to dissent and obtain payment for their shares under Delaware law or our Certificate of Incorporation or bylaws.
No Going Private Transaction
Notwithstanding the decrease in the number of outstanding shares following the Reverse Stock Split, our board of directors does not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.
Interests of Certain Persons in the Proposal
Certain of our officers and directors have an interest in Proposal Three as a result of their ownership of shares of our Common Stock, as set forth above in the section entitled “Security Ownership of Certain Beneficial Owners and Management.” However, we do not believe that our officers or directors have interests in Proposal Three that are different from or greater than those of any other of our stockholders.
Federal Income Tax Consequences of the Reverse Stock Split
The following is a summary of thedescribes certain material United StatesU.S. federal income tax consequences of the Reverse Stock Split to U.S. holders (as defined below) of our Commoncommon stock. This summary addresses the tax consequences only to a beneficial owner of our common stock that is a citizen or individual resident of the United States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis in respect of our common stock or Preferred Stock but(a “U.S. holder”). This summary does not purportaddress all of the tax consequences that may be relevant to any particular stockholder, including any state, local or foreign tax consequences or other tax considerations that arise from rules of general application that may be applicable to all taxpayers or to certain classes of taxpayers or any tax considerations that are generally assumed to be a complete analysis of allknown by investors. This summary also does not address the potential tax considerations relating thereto.consequences to persons who may be subject to special treatment under U.S. federal income tax law or persons that do not hold our common stock as “capital assets” (generally, property held for investment). This summary is based uponon the provisions of the Internal Revenue Code of 1986, as amended, (the “Code”).the U.S. Treasury regulations promulgated thereunder, and related administrative rulings and judicial decisions,authority, all as in effect as of the date hereof. These authoritiesSubsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be changed, possiblyapplied retroactively, so as to result in United Statescould have a material effect on the U.S. federal income tax consequences different from those set forth below. We have not sought any ruling fromof the Internal Revenue Service (“IRS”), with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.Reverse Split.
This summary assumes that you hold our Common StockIf a partnership (or other entity classified as a ���capital asset” withinpartnership for U.S. federal income tax purposes) is the meaning of the Code (generally property held for investment). This summary does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction, or United States federal tax considerations other than income taxation. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

·banks, insurance companies, or other financial institutions;

·persons subject to the alternative minimum tax;

·tax-exempt organizations;

·partnerships or other pass-through entities;

·persons that are not “U.S. holders” (as defined below);

·dealers in securities or currencies;

·regulated investment companies or real estate investment trusts;
·traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

·certain former citizens or long-term residents of the United States;
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·persons who hold our Common Stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; or

·persons deemed to sell our Common Stock under the constructive sale provisions of the Code.

YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT OR THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE UNITED STATES FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
U.S. Holder
For purposes of this discussion, a U.S. holder is any beneficial owner of our Common Stock that for United Statescommon stock, the U.S. federal income tax purposes is:

·citizen or resident of the United States;
·a corporation created or organized in or under the laws of the United States, or any political subdivision thereof (including the District of Columbia);

·an estate the income of which is subject to United States federal income taxation regardless of its source; and

·
a trust if either a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust, or the trust has a valid election in effect under applicable Treasury Regulations to be treated as a United States person for United States federal income tax purposes.
If a partnership holds our Common Stock, the tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership, holdingfor federal income tax purposes. Partnerships that hold our Common Stock, youcommon stock, and partners in such partnerships, should consult yourtheir own tax advisor.
Tax Consequencesadvisors regarding the U.S. federal income tax consequences of the Reverse StockSplit.
The Reverse Split Generally
Exceptshould be treated as provided below with respect to cash received in lieu of fractional shares,a “recapitalization” for U.S. federal income tax purposes. Therefore, no gain or loss should be recognized by a U.S. holder generally will not recognize any gain or loss as a result ofupon the Reverse Stock Split. A U.S. holder’sAccordingly, the aggregate tax basis in our Common Stockthe common stock received inpursuant to the Reverse Stock Split generally willshould equal such holder’sthe aggregate tax basis in our Common Stockthe common stock surrendered inand the Reverse Stock Split reduced by any amount allocable to a fractional share of post-Reverse Stock Split Common Stock for which cash is received. The holding period for the shares of our Common Stockcommon stock received in the Reverse Stock Split generally willshould include the holding period for the common stock surrendered. The U.S. Treasury regulations provide detailed rules for allocating the tax basis and holding period of the shares of our Common Stockcommon stock surrendered for the shares of our common stock received pursuant to the Reverse Split. U.S. holders of shares of our common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such dates.

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Each stockholder should consult his, her or its own tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences of the Reverse Split.
Text of Proposed Certificate of Amendment; Effectiveness
The text of the proposed Certificate of Amendment is set forth in substantially final form in Annex A to this proxy statement. If or when effected by our Board, the Certificate of Amendment will become effective at the time specified in the Reverse Stock Split.
Cash received in lieuCertificate of fractional shares
A U.S. holder that receives cash in lieu of a fractional share of our Common Stock in the Reverse Stock Split generally willAmendment, which we expect to be treated as having received such fractional shares and then as having received such cash in redemption of such fractional shares. A U.S. holder generally will recognize gain or loss measured by the difference between the amount of cash received and the portion of the basis of the pre-Reverse Stock Split Common Stock allocable to such fractional shares. Such gain or loss generally will constitute capital gain or loss and will be long-term capital gain or loss if the U.S. holder’s holding period in our Common Stock exchanged therefore was greater than one year as of the date of the exchange. The deductibility of capital losses is subject to limitations.
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Backup Withholding
Certain U.S. holders may be subject to 28% backup withholding tax on any cash received in the Reverse Stock Split in lieu of a fractional share of our Common Stock. Backup withholding will not apply, however, to a U.S. holder that comes within certain exempt categories and, when required, demonstrates this fact, or provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with applicable requirementsfiling of the backup withholding rules. A U.S. holder that does not provide its correct taxpayer identification number may also be subject to penalties imposed by the IRS. Backup withholding is not an additional tax. Any amount paid as backup withholding will be allowed as a refund or credit against the U.S. holder’s federal income tax liability, provided the required information is timely furnished to the IRS.Certificate of Amendment.
​​
Our board of directors recommends a vote “FOR” Proposal Three to approve an amendment to
our Certificate of Incorporation to effect a reverse stock split of our Common Stock at an exchange
ratio no greater thanof between 1-for-2 and 1-for-5, such ratio to be determined by our board of directors, at any
time prior to the one year anniversary of the Annual Meeting,March 31, 2023, the implementation and timing of which shall be subject to the
discretion of our board of directors.
​​

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XI. OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
PROPOSAL FOUR — ADVISORY VOTE TO APPROVE THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS
We are asking our stockholders to vote to approve, on an advisory basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement, including the section titled “Executive Compensation,” and any related material as required pursuant to Section 16(a)14A of the Securities Exchange Act of 1934, requiresas amended (the “Exchange Act”). This proposal, commonly known as a “Say-On-Pay” proposal, gives our directors, executive officers and persons who own more than 10%stockholders the opportunity to express their views on our Named Executive Officer compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Common Stock to file withNamed Executive Officers and the SEC initial reportscompensation philosophy, policies and practices described in this Proxy Statement.
In a non-binding advisory vote on the frequency of ownershipthe say-on-pay proposal held at the 2016 annual meeting of stockholders, we recommended, and reportsour stockholders voted in favor of, changes in ownershipan annual say-on-pay vote. In light of Common Stockthis result and other factors considered by the board of directors, the board of directors determined that we would hold advisory say-on-pay votes on an annual basis until the next required advisory vote on such frequency. A new advisory vote on the frequency of the say-on-pay vote is required every 6 years, and is being held at this annual meeting (please see “Proposal Five — Advisory Vote on Whether the Advisory Vote to Approve the Compensation of Our Named Executive Officers Should Occur Every One, Two or Three Years”).
This vote is advisory, and therefore not binding on the Company or our board of directors. Our board of directors values the opinions of the stockholders and to the extent there is any significant vote against the Named Executive Officer compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the board of directors will evaluate whether any actions are necessary to address those concerns.
We believe that the policies and procedures articulated in the “Executive Compensation” section of this Proxy Statement are effective in achieving the Company’s goals and that the executive compensation reported in this Proxy Statement was appropriate and aligned with fiscal 2022 results. Before voting, we encourage our stockholders to read the “Executive Compensation” section of this Proxy Statement for additional details about our executive compensation programs and Named Executive Officer compensation in fiscal 2022. We are asking stockholders to indicate their support for our Named Executive Officer compensation as described in this Proxy Statement.
​​
Our board of directors recommends a vote “FOR” the resolution approving
the compensation of our named executive officers, as follows:
​​
​​
RESOLVED, that the compensation paid to the Company’s named executive officers,
as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables
and narrative discussion, is hereby approved.
​​

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PROPOSAL FIVE — ADVISORY VOTE ON WHETHER THE ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR EVERY ONE, TWO OR THREE YEARS
As discussed in Proposal No. 4, our board of directors values the input of our equity securities.   Tostockholders regarding the Company’s executive compensation practices. As contemplated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, stockholders are also invited to express their views, on an advisory (non-binding) basis, on how frequently advisory votes on the compensation of our knowledge, duringNamed Executive Officers, such as Proposal No. 4, will occur. In a non-binding advisory vote on the fiscalfrequency of the say-on-pay proposal held at the 2016 annual meeting of stockholders, we recommended, and our stockholders voted in favor of, an annual say-on-pay vote. In light of this result and other factors considered by the board of directors, the board of directors determined that we would hold advisory say-on-pay votes on an annual basis until the next required advisory vote on such frequency. A new advisory vote on the frequency of the say-on-pay vote is required every 6 years. By voting on this Proposal No. 5, stockholders may indicate whether they would prefer an advisory vote on our Named Executive Officer compensation once every year, ended March 31, 2012, all reportsevery two years, or every three years.
After careful consideration of this Proposal No. 5, our board of directors has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for the Company at this time, and therefore our board of directors recommends that you vote for the advisory vote on our Named Executive Officer compensation to occur every year.
You may cast your advisory vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstaining from voting. Approval of the frequency of an advisory vote on the compensation of our Named Executive Officers will require the affirmative vote of a majority of the votes cast at the Annual Meeting, either virtually or by proxy, assuming a quorum is present. In the event that none of the options of every one year, every two years or every three years for the frequency of the vote on the compensation of our Named Executive Officers receives the required vote for approval, the frequency that receives the highest number of votes will be considered by our board of directors to be filed pursuantthe stockholders’ preference, as expressed on an advisory basis.
Stockholders are not voting to Section 16(a) were filedapprove or disapprove of the board of directors’ recommendation of a frequency of every year. Rather, stockholders are voting their shares in favor of their preferred frequency for future stockholder advisory votes on a timely basis, except for Forms 4 relatedour Named Executive Officer compensation. Because this vote is advisory and not binding on the Company or our board of directors, our board of directors may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the grantoption approved by our stockholders and may vary its practice based on factors such as discussions with stockholders and the adoption of 10,000 optionsmaterial changes to purchase Common Stock granted on July 1, 2012our compensation programs. A scheduling vote similar to each of Messrs. Holly and Winowski and Forms 4 related to the grant of 250,000 and 100,000 options to purchase Common Stock granted on April 19, 2012 to Mr. Molinaro and Mr. Fitzgerald, respectively. We understand that Forms 4 regarding the transactionsthis will be filed as soon as practicable.occur at least once every six years.
​​Our board of directors recommends a vote for a frequency of once every year for Proposal No. 5.​​

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OTHER MATTERS
Other Business to be Conducted at the Annual Meeting
We know of no other matters to be acted upon at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent according to their best judgment.
Stockholder Proposals for the 20132023 Annual Meeting
Stockholders may nominate director candidates and make proposals to be considered at the 2013Company’s 2023 Annual Meeting.Meeting of Stockholders (the “2023 Annual Meeting”). In accordance with our bylaws,by-laws, any stockholder nominations of one or more candidates for election as directors at the 20132023 Annual Meeting or any other proposal for consideration at the 20132023 Annual Meeting must be received by us at the address set forth below, together with certain information specified in our bylaws betweenby-laws, not less than 60 days (           , 20132023) nor more than 90 days (           , 2023) prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, such nomination or proposal must be received by the Company no later than the later of 70 days prior to the date of such annual meeting and , 2013.the 10th day following the day on which public disclosure of the date of such annual meeting was made.
In addition to being able to present proposals for consideration at the 20132023 Annual Meeting, stockholders may also be able to have their proposals included in our proxy statement and form of proxy for the 20132023 Annual Meeting. In order to have a stockholder proposal included in the proxy statement and form of proxy, the proposal must be delivered to us at the address set forth below not later than                 , 2013,2023, and the stockholder must otherwise comply with the applicable requirements of the SEC requirements and our bylaws.by-laws. If the stockholder complies with these requirements for inclusion of a proposal in our proxy statement and form of proxy, the stockholder need not comply with the notice requirements described in the preceding paragraph.
The form of proxy issued with our 2013 proxy statement will confer discretionary authority to vote for or against any proposal made by a stockholder at our 2013 Annual Meeting and which is not included in our proxy statement. However, such discretionary authority may not be exercised if the stockholder proponent has given to our Secretary notice of such proposal between  , 2013 and  , 2013 and certain other conditions provided for in the SEC’s rules have been satisfied.
A copy of the full text of the bylaw provisions of our by-laws discussed above may be obtained by writing to our corporate secretary and all notices and nominations referred to above must be sent to our corporate offices at the following address: TechPrecision Corporation, 3477 Corporate Parkway, Suite 140, Center Valley, Pennsylvania 18034,1 Bella Drive, Westminster, MA 01473, Attention: Corporate Secretary.
Expenses Relating to this Proxy Solicitation
We will pay all expenses relating to this proxy solicitation. In addition to this solicitation by mail, our directors, officers directors, and employees may solicit proxies in person or by telephone, facsimile or personal callelectronic transmission without extra compensation for that activity. We also expect to reimburse banks, brokers and other persons for reasonable out-of-pocket expenses in forwarding proxy material to beneficial owners of our stock and obtaining the proxies of those owners. We regularly retain the services of Hayden IR to assist with our investor relations and other stockholder communications issues. Hayden IR may assist in the solicitation of proxies but has not, as of the date of this Proxy Statement, been engaged as a proxy solicitor that will not receive any additional compensation for these services. In addition, proxies
Householding
The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements for two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for TechPrecision.
Some banks, brokers and other nominee record holders may follow the practice of sending only one copy of TechPrecision’s Proxy Statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.

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If you prefer, we will promptly deliver a separate copy of the document to you if you request one by writing or calling as follows: TechPrecision Corporation, 1 Bella Drive, Westminster, MA 01473, Attention: Corporate Secretary; Telephone 978-874-0591. If you want to receive separate copies of the Proxy Statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact us at the address and phone number above.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. These SEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at www.sec.gov or at www.techprecision.com.
Upon request of any stockholder, a copy of TechPrecision’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, including a list of the exhibits thereto, may be solicited on our behalfobtained, without charge, by writing to TechPrecision Corporation, 1 Bella Drive, Westminster, MA 01473, Attention: Corporate Secretary.
Whether or not you expect to be present at the Annual Meeting, please promptly sign and return the enclosed proxy card or vote by mobile device or electronically over the Internet. Your vote is important.
By order of the board of directors officers or employees in person or by telephone, facsimile, electronic transmission and by mail. None of these persons will receive any extra compensation for doing this.
TECHPRECISION CORPORATION
[MISSING IMAGE: sg_alexandershen-bw.jpg]
Alexander Shen
Chief Executive Officer
                 
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, 2022
 

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Annex A
Appendix A
CERTIFICATE OF AMENDMENT

TO

THE CERTIFICATE OF INCORPORATION

OF

TECHPRECISION CORPORATION
TechPrecision Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
FIRST.   The Certificate of Incorporation of the Corporation is hereby amended by changing Section 5, so that, as amended, the first paragraph of said Section 5 shall be amended and restated as follows:
The total number of shares of capital stock which the Corporation shall have authority to issue is: Sixty Million (60,000,000). These shares shall be divided into two classes with 50,000,000 shares designated as common stock at $.0001 par value (the “Common Stock”) and 10,000,000 shares designated as preferred stock at $.0001 par value (the “Preferred Stock”).
FIRST.SECOND.   Upon the filing and effectiveness (the “Split Effective Time”) pursuant to the DGCL of this Certificate of Amendment to the Certificate of Incorporation, every [][           ]1* issued and outstanding share[s]shares of the Corporation’s common stock, par value $0.0001$.0001 per share, as of the date and time immediately preceding the Split Effective Time (the “Old Shares”), shall automatically be combinedreclassified as and converted into one (1) validly issued, fully paid and non−assessablenon-assessable share of common stock of the Corporation (the “New Shares”) without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). In lieuFurther, every right, option and warrant to acquire Old Shares outstanding immediately prior to the Effective Time shall, as of the Effective Time and without any further action, automatically be reclassified into the right to acquire one (1) New Share based on the conversion ratio of shares of Old Shares to New Shares set forth in the preceding sentence, but otherwise upon the terms of such right, option or warrant (except that the exercise or purchase price of such right, option or warrant shall be proportionately adjusted). No fractional shares to which a holdershall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would otherwise be entitled the Corporationto receive fractional shares of common stock shall pay cash equalbe rounded up to the product of (i) the closing sale price pernext whole share of the common stock as reported by the Over-the-Counter bulletin board onstock.
THIRD.   Each holder of record of a certificate which immediately prior to the last trading day preceding the date of the Split Effective Time (the “Split Effective Date”) by (ii) the number of Old Shares held by such holder that would otherwise have been exchanged for such fractional share interests.
SECOND. Each holder of record of a certificate which immediately prior to the Split Effective Date represents Old Shares (the “Old Certificates”) shall be entitled to receive upon surrender of such Old Certificates to the Corporation’s transfer agent for cancellation, a certificate (the “New Certificates”) representing the number of whole shares of common stock into and for which the shares formerly represented by such Old Certificates so surrendered are exchangeable plus a cash payment in place of the fractional share as described above.exchangeable. From and after the Split Effective Date, Old Certificates shall represent only the right to receive New Certificates pursuant to the provisions hereof.
THIRD.FOURTH.   That a resolution was duly adopted by unanimous written consent of the directors of the Corporation, pursuant to Section 242 of the General Corporation Law of the State of Delaware, setting forth the above mentioned amendment to the Certificate of Incorporation and declaring said amendment to be advisable.
FOURTH.FIFTH.   That this amendment was duly authorized by the holders of a majority of the voting stock of the Corporation entitled to vote at a duly authorized meeting of the stockholders of the Corporation. Said amendment was duly adopted in accordance with the provisions of the General Corporation Law.
IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Incorporation has been signed by the Chief Executive Officer of the Corporation this        ___ day of            ______, 20___., 20  .
TECHPRECISION CORPORATION
By: _____________________________

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Final split ratio, no greater thanbetween 1-for-2 and 1-for-5, to be determined by the Board of Directors pursuant to authority granted by stockholders, as described in the accompanying proxy statement.
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THIS PROXYYOUR VOTE IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

TECHPRECISION CORPORATION

The undersigned appoints each of James S. Molinaro and Richard F. Fitzgerald as proxy, withIMPORTANT. PLEASE VOTE TODAY. Vote by Mobile or Internet QUICK EASY IMMEDIATE 24 Hours a Day, 7 Days a Week or by Mail Your Mobile or Internet vote authorizes the power to appoint his substitute, and authorizes them to represent andnamed proxies to vote your shares in the same manner TECHPRECISION CORPORATION as designatedif you marked, signed, and returned your proxy card. Votes submitted electronically by Mobile or over the Internet must be received by 11:59 p.m., Eastern Time, on xxxxxxxxx, 2022. INTERNET VOTING www.cstproxyvote.com Use the reverse hereof, all ofInternet to vote your proxy. Have your proxy card available when you access the shares of common stock of TechPrecision Corporation held of record byabove website. Follow the undersigned atprompts to vote your shares. MOBILE VOTING On your Smartphone/Tablet, open the close of business on       atQR Reader and scan the Annual Meeting of Stockholders of TechPrecision Corporation to be held on                 or at any adjournment thereof.
The Board of Directors of Techprecision Corporation recommends abelow image. Once the voting site is displayed, enter your Control Number from the proxy card and vote “FOR” each ofyour shares. PROXY MAIL – Mark, sign and date your proxy card and return it in the directors nominated pursuant to Proposal 1, and “FOR” Proposals 2 and 3:

For all
nominees
listed to the left
Withhold Authority
to vote (except as marked to the contrary for all nominees listed to the
left)
1. Election of Directors££
(01) Philip A. Dur
(02) Michael R. Holly
(03) James S. Molinaro
(04) Robert G. Isaman
(05) Andrew A. Levy
(06) Leonard M. Anthony
(Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above)
ForAgainstAbstain
2. Approve ratification of  appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending on March 31, 2013.£££
ForAgainstAbstain
3. Approve an amendment to our Certificate of Incorporation to effect a reverse stock split of our outstanding common stock at an exchange ratio of no greater than 1−for−2, such ratio to be determined by our board of directors, at any time prior to the one year anniversary of our 2012 annual meeting of stockholders, the implementation and timing of which shall be subject to the discretion of our board of directors.£££
Please date and sign our Proxy on the reverse side and return it promptly.

postage-paid envelope provided. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED Please mark THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED.INDICATED, OR IF NO CONTRARY INDICATIONDIRECTION IS MADE, THE PROXYINDICATED, WILL BE VOTED IN FAVOR OF ELECTING EACH OF THE SIXFOUR NOMINEES TO THE BOARD OF DIRECTORS, FORDIRECTORS; “FOR” PROPOSALS 2, 3 AND 3,4; FOR “1 YEAR” ON PROPOSAL 5; AND IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSON NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.DIRECTORS OF TECHPRECISION CORPORATION. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”: your votes like this Election of Directors Robert A. Crisafulli Andrew A. Levy Richard S. McGowan Walter M. Schenker FOR all Nominees listed to the left (except as marked to the contrary) WITHHOLD AUTHORITY to vote for all nominees listed to the left 4. Advisory vote to approve the compensation of our named executive officers. FOR AGAINST ABSTAIN (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) 5. Advisory vote on the frequency with which we will hold an advisory vote on the compensation of our named executive officers. 1 YEAR 2 YEARS 3 YEARS ABSTAIN Ratification of the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2023. Approve an amendment to our certificate of incorporation to (i) effect a reverse split of our outstanding common stock at FOR AGAINST ABSTAIN FOR AGAINST
Signature
Signature   Date                                                       , 2012
ABSTAIN CONTROL NUMBER a ratio of between 1-for-2 to 1-for-5; and (ii) if and when the reverse stock split is effected, reduce the number of authorized shares of common stock from 90,000,000 to 50,000,000. Signature Signature, if held jointly Date , 2022 Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held xxxxxxxxxx xx, 2022 The proxy statement and our 2022 Annual Report to Stockholders are available at http://www.techprecision.com/reports_and_proxy.html FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS TECHPRECISION CORPORATION The undersigned appoints Alexander Shen and Thomas Sammons, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of TechPrecision Corporation the undersigned has the power to vote as of the close of business on xxxxxx xx, 2022 at the Annual Meeting of Stockholders of TechPrecision Corporation to be held on xxxxxxxxx xx, 2022, or at any postponements or adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED IN FAVOR OF ELECTING EACH OF THE FOUR NOMINEES TO THE BOARD OF DIRECTORS; “FOR” PROPOSALS 2, 3 AND 4; FOR “1 YEAR” ON PROPOSAL 5; AND IN ACCORDANCE WITH THE
BEST JUDGMENT OF THE PERSON NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TECHPRECISION CORPORATION. (Continued, and to be marked, dated and signed, on the other side)