Air Industries Group (AIRI) - Form 8-K Summary
Business Context and Reporting Period
Date of Report: February 16, 2026
Company: Air Industries Group (Nevada corporation)
Event: Entry into a Material Definitive Agreement (Agreement and Plan of Merger).
Counterparties: Tenax Aerospace Acquisition, LLC ("Tenax") and Transitory Air Sub LLC ("MergerSub").
Air Industries Group (AIR) has agreed to merge with Tenax. MergerSub will merge with and into Tenax, with Tenax surviving as a wholly-owned subsidiary of AIR. The transaction is structured as a reverse merger where Tenax members will become the controlling shareholders of the combined entity.
Key Financial Metrics and Transaction Terms
- Merger Consideration: AIR will issue approximately 94,400,000 shares of Common Stock to Tenax members, subject to adjustments.
- Debt Adjusted Share Price: Based on preliminary unaudited balance sheet data as of December 31, 2025, the calculated Debt Adjusted AIR Share Price is approximately $3.44 per share.
- Adjusted Share Count: At the $3.44 price point, the total Merger Consideration would comprise approximately 112.5 million shares.
- Post-Closing Ownership: Tenax Members will own approximately 95% of outstanding AIR Common Stock; existing AIR stockholders will own approximately 5%.
- Debt Resolution: Tenax or an affiliate will pay off AIR's indebtedness to Webster Bank and directors Michael and Robert Taglich at Closing.
- Termination Fees:
- AIR to pay Tenax: $1,250,000 (if AIR accepts a Superior Proposal or changes recommendation).
- Tenax to pay AIR: $1,250,000 (if Tenax materially breaches or fails to close).
- Reimbursement: Up to $500,000 for Tenax's out-of-pocket expenses if stockholders fail to approve the transaction.
Material Changes and Structural Adjustments
The filing details a significant change in corporate control and capital structure:
- Authorized Shares: AIR must amend its Articles of Incorporation to increase authorized Common Stock from 20 million to 200 million shares.
- Stockholder Approval: The transaction requires approval of the Charter Amendment and the Stock Issuance by AIR stockholders.
- Support Agreements: Certain AIR stockholders and a majority of Tenax members have entered into support agreements to vote in favor of the transaction.
- Lock-Up Period: Tenax CEO Thomas Foley and Director Taran Bakker are subject to 180-day lock-up agreements post-Closing.
Outlook, Contingencies, and Risks
Conditions to Closing:
- Expiration of the Hart-Scott-Rodino Act waiting period.
- Receipt of required antitrust and government approvals.
- AIR Stockholder approval of the Charter Amendment and Stock Issuance.
- No material adverse effect on either party's business.
Shareholder Protections:
- Tender Offer: If the 20-day VWAP prior to Closing is below the Debt Adjusted Share Price, AIR will launch a tender offer to purchase up to 1,000,000 shares at the Debt Adjusted Share Price.
- Redemption Rights: Existing stockholders will receive rights to redeem shares for cash at 107.3% of the Debt Adjusted Share Price on the first anniversary of Closing if the stock price is below that threshold.
Risks and Uncertainties:
- Failure to obtain regulatory approvals or stockholder votes.
- Integration difficulties and potential business disruption.
- Actual Debt Adjusted Share Price at Closing may differ from the preliminary $3.44 estimate.
- Combined company net debt may be higher than anticipated.
Investor Verification Checklist
- Verify the final Debt Adjusted AIR Share Price calculation at Closing, as the $3.44 figure is preliminary and based on unaudited data.
- Confirm the outcome of the AIR Stockholder Vote regarding the Charter Amendment and Stock Issuance.
- Monitor the status of regulatory approvals (Hart-Scott-Rodino and antitrust).
- Review the full text of the Merger Agreement (Exhibit 2.1) for specific representations and warranties.
- Assess the impact of the 95% dilution to existing shareholders and the terms of the redemption rights.