What the changes say
- Customer concentration increased as the top five customers accounted for 79% of revenue.
What changed since the prior 10-K
Dropped
- DroppedRisks Related to Our Business and Industry
alternative use to the Company, and we have an enforceable right to payment for performance completed to date. Otherwise, control to the promised goods or services transfers to customers at a point in time
- DroppedRisks Related to our Common Stock
We could be negatively affected as a result of a proxy contest and the actions of activist stockholders
- DroppedRisks Related to our Common Stock
Laws and regulations governing international operations, including the Foreign Corrupt Practices Act, or FCPA, may require us to develop and implement costly compliance programs and the failure to comply with such laws may result in substantial penalties
Reworded
- 74% rewrittenRisks Related to Our Business and Industry
We recognize revenue for our defense contracts and some commercial contracts based on percentage of completion that requires significant management judgement. Errors made to estimates of revenue and costs could result in overstated or understated profits or losses, subject to adjustment
Updated defense contract revenue recognition criteria regarding alternative use and enforceable right to payment.
Was: We recognize revenue for our defense contracts and some commercial contracts based on percentage of completion that requires significant management judgement. Errors made to our estimates of revenue and costs could result in overstated or understated profits or losses, subject to adjustment
- 47% rewrittenRisks Related to our Common Stock
If we fail to regain or maintain compliance with The Nasdaq Stock Market’s listing standards, our common stock could be delisted from Nasdaq
Updated Nasdaq compliance status regarding the late filing of the fiscal year 2025 Form 10-K.
Was: If we fail to regain compliance with The Nasdaq Stock Market’s listing standards, our common stock could be delisted from Nasdaq
- 35% rewrittenRisks Related to Our Business and Industry
Because of our dependence on a limited number of customers, our failure to generate major contracts from a small number of customers may impair our ability to operate profitably
Disclosed that the top five customers accounted for 79% of revenue, up from 68% previously.
- 32% rewrittenRisks Related to our Common Stock
The number of shares of common stock we have registered for resale are significant in relation to the number of our outstanding shares of common stock
Updated registration statement details for shares from the July 2024 Private Placement.
Was: The number of shares of common stock we have registered for resale and the number of shares we expect to register for resale in the future are significant in relation to the number of our outstanding shares of common stock
- 29% rewrittenRisks Related to Our Business and Industry
Any deterioration or disruption of the credit and capital markets may adversely affect our access to sources of funding
Added risks regarding potential credit rating downgrades and counterparty performance on credit facilities.
- 27% rewrittenRisks Related to Our Business and Industry
Demand in our end-use markets can be cyclical, impacting on the demand for the products we produce
Removed aerospace and nuclear industries from end-use markets description.
Was: Demand in our end-use markets can be cyclical, impacting the demand for the products we produce
- 23% rewrittenRisks Related to Our Business and Industry
Our business may be impacted by external factors that we may not be able to control, including health emergencies like epidemics or pandemics, government tariffs, current middle east conflict, and the war between Russia and Ukraine
Added government tariffs and removed the Middle East conflict and Russia-Ukraine war from external risk factors.
Was: Our business may be impacted by external factors that we may not be able to control, including health emergencies like epidemics or pandemics, and the war between Russia and Ukraine
- 23% rewrittenRisks Related to Our Business and Industry
Because most of our contracts are individual purchase orders and not long-term agreements, there is no guarantee that we will be able to generate a similar amount of revenue in the future
Added specific warning that defense industry budgeting and trends could reduce requirements for services.
- 22% rewrittenRisks Related to Our Business and Industry
Our backlog figures may not accurately predict future revenue or recognizable revenue
Was: Our backlog figures may not accurately predict future sales or recognizable revenue
- 20% rewrittenRisks Related to our Common Stock
Our stock price may fluctuate significantly
All 35 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01Our auditors have indicated that there is substantial doubt about our ability to continue as a going concern
- 02We may pursue acquisitions and other strategic transactions and/or investments to compliment or expand our business that may not be successful
- 03We face strong competition in our markets
- 04Because most of our contracts are individual purchase orders and not long-term agreements, there is no guarantee that we will be able to generate a similar amount of revenue in the future23% rewritten
- 05Our business may be impacted by external factors that we may not be able to control, including health emergencies like epidemics or pandemics, government tariffs, current middle east conflict, and the war between Russia and Ukraine23% rewritten
- 06Because of our dependence on a limited number of customers, our failure to generate major contracts from a small number of customers may impair our ability to operate profitably35% rewritten
- 07Our backlog figures may not accurately predict future revenue or recognizable revenue22% rewritten
- 08Any decrease in the availability or increase in the cost of raw materials could materially affect our earnings
- 09All our manufacturing and production is done at two locations, in California and Massachusetts. We may be exposed to significant disruption to our business as a result of unforeseeable developments at either geographic location
- 10It is possible that we could experience prolonged periods of reduced production due to unplanned equipment failures, and we could incur significant repair or replacement costs in the event of those failures
- 11Our production facilities are energy-intensive, and we rely on third parties to supply energy consumed at our production facilities
- 12The dangers inherent in our operations and the limits on insurance coverage could expose us to potentially significant liability costs and materially interfere with the performance of our operations
- 13Our operating results may fluctuate significantly from quarter to quarter, and we cannot be certain that we will maintain profitability in every quarterly reporting period
- 14We recognize revenue for our defense contracts and some commercial contracts based on percentage of completion that requires significant management judgement. Errors made to estimates of revenue and costs could result in overstated or understated profits or losses, subject to adjustment74% rewritten
- 15Demand in our end-use markets can be cyclical, impacting on the demand for the products we produce27% rewritten
- 16We could be adversely affected by reductions in defense spending
- 17Failure to obtain and retain skilled technical personnel could adversely affect our operations
- 18The extensive environmental, health and safety regulatory regimes applicable to our manufacturing operations create potential exposure to significant liabilities
- 19Our systems and information technology infrastructure may be subject to security breaches and other cybersecurity incidents
- 20We are subject to regulations related to conflict minerals which could adversely impact our business
- 21Changes in delivery schedules and order specifications may affect our revenue stream
- 22Negative economic conditions may impact the demand for our services and the ability of our customers to meet their obligations with us on a timely basis. Any disputes with customers could also have an adverse impact on our income and cash flow
- 23If our customers successfully assert product liability claims against us due to defects in our products, our operating results may suffer, and our reputation may be harmed
- 24We maintain a substantial amount of outstanding indebtedness, which could impair our ability to operate our business and react to changes in our business, remain in compliance with debt covenants and make payments on our debt
- 25If we refinance our credit facilities, we cannot guarantee that any new credit facility will not contain similar covenants and restrictions
- 26We may need new or additional financing in the future to expand our business or refinance existing indebtedness, and our inability to obtain capital on satisfactory terms or at all may have an adverse impact on our operations and our financial results
- 27Any deterioration or disruption of the credit and capital markets may adversely affect our access to sources of funding29% rewritten
Risks Related to our Common Stock
- 28If we fail to regain or maintain compliance with The Nasdaq Stock Market’s listing standards, our common stock could be delisted from Nasdaq47% rewritten
- 29Our stock price may fluctuate significantly20% rewritten
- 30The issuance of shares of our common stock as compensation may dilute the value of existing stockholders and may affect the market price of our stock
- 31The number of shares of common stock we have registered for resale are significant in relation to the number of our outstanding shares of common stock32% rewritten
- 32The trading volume of our common stock has fluctuated from time to time and is typically low, which may make it difficult for investors to sell their shares at times and prices that investors feel is appropriate
- 33Because of our cash requirements and restrictions in our debt agreements, we may be unable to pay dividends
- 34The rights of the holders of our common stock may be impaired by the potential issuance of preferred stock
- 35If securities analysts do not publish research or reports about our business, if they issue unfavorable commentary or downgrade their rating on our common stock, or if we fail to meet projections and estimates of earnings developed by such analysts, the price of our common stock could decline
Other Techprecision 10-Ks
- FY2026 10-K risk factors35 risks8 reworded
Customer concentration eased: four customers generated 52% of fiscal 2026 revenue versus five generating 79% in fiscal 2025, while backlog rose to $52,198.
Filed Jun 25, 2026 - FY2024 10-K risk factors38 risks
TechPrecision relies heavily on defense contracts, a small customer base, and debt financing, while facing going concern and Nasdaq listing warnings.
Filed Sep 13, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.