TPCS Techprecision Corporation (QB)

13D

13D

13D

13D

This Statement on Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”) of TechPrecision Corporation, a Delaware corporation (the “Issuer”), whose principal executive offices are located at 1 Bella Drive, Westminster, MA, 01473.

(a-f) This Schedule 13D is jointly filed by MAZ Partners LP (“MAZ Partners”), a Delaware limited partnership, MAZ Capital Advisers, LLC (“MAZ Capital”), a Delaware limited liability company, and Walter Schenker (“Schenker”). MAZ Partners, MAZ Capital, and Schenker are collectively referred to as the “Reporting Persons”. Schenker is the sole managing member of MAZ Capital, which is the sole general partner of MAZ Partners. The principal occupation of Schenker is serving as the managing member of MAZ Capital. The principal business of MAZ Partners is investment management. The principal business of MAZ Partners is investing in securities. The address of each of the Reporting Persons is 1130 Route 46, Suite 12, Parsippany, New Jersey 07054. During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Schenker is a United States citizen.

As of the date of this Schedule 13D, MAZ Partners has invested $258,986 (inclusive of brokerage commissions) in Common Stock of the Issuer. The source of these funds was the working capital of MAZ Partners. As of the date of this Schedule 13D, Schenker has invested $14,340 (inclusive of brokerage commissions) in Common Stock of the Issuer either directly or through his IRA. The source of these funds was personal investment capital.

The Reporting Persons purchased the Common Stock for investment purposes. The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Company’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Common Stock in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as they may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common Stock or disposal of some or all of the shares of Common Stock currently owned by the Reporting Persons or otherwise acquired by them, either in the open market or in privately negotiated transactions. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the Common Stock by applicable law.

On December 9, 2016, Schenker became a member of the Board of Directors of the Issuer. In his capacity as a director of the Issuer, Schenker may be in a position to influence management.

Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

13D

(a) As of the date hereof, (i) MAZ Partners and MAZ Capital may each be deemed to be the beneficial owner of 1,279,073 shares of Common Stock (the “MAZ Shares”), constituting approximately 4.4% of the shares of Common Stock, and (ii) Schenker may be deemed to be the beneficial owner of 1,369,073 shares of Common Stock, including 32,000 shares issuable upon exercise of options exercisable within 60 days and not including 68,000 shares subject to unvested options, constituting approximately 4.8% of the shares of Common Stock, each based upon a total of 28,824,593 shares of Common Stock outstanding as of November 7, 2017 (based on disclosure in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2017).

(b) MAZ Partners may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the MAZ Shares. MAZ Capital, as the sole general partner of MAZ Partners, may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the MAZ Shares and therefore, MAZ Capital may be deemed to be the beneficial owner of the MAZ Shares. By virtue of Schenker’s position as the sole managing member of MAZ Capital, Schenker may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the MAZ Shares and therefore, Schenker may be deemed to be the beneficial owner of the MAZ Shares. Schenker also has the sole voting and dispositive power over 90,000 shares of Common Stock, including 32,000 shares issuable upon exercise of options exercisable within 60 days and not including 68,000 shares subject to unvested options.

(c) The Reporting Persons have not effected any other transactions in the Issuer’s securities, including its shares of Common Stock, within sixty (60) days preceding the date hereof.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.

(e) Not applicable.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule, which agreement is attached hereto as Exhibit 99.1 to this Schedule 13D. Except as described herein or in other amendments to this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

13D

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: February 13, 2018