Business Context and Reporting Period
Company: Air Industries Group (AIRI)
Filing Type: Form 8-K (Current Report)
Date of Report: July 2, 2026 (Event Date); July 9, 2026 (Signature Date)
Reporting Period: This filing reports a specific corporate event rather than a financial period. The primary event is the entry into an Amended and Restated Agreement and Plan of Merger with Tenax Aerospace Acquisition, LLC ("Tenax") and Transitory Air Sub LLC ("MergerSub").
Key Financial Metrics and Transaction Terms
Merger Consideration: AIR will issue 126,900,000 shares of Common Stock (25,380,000 shares post-split) to Tenax members.
Share Price Valuation: The Debt Adjusted AIR Share Price is set at $3.05 ($15.25 post-split).
Ownership Structure Post-Closing: Tenax members will own approximately 96% of outstanding AIR Common Stock; existing AIR stockholders will own approximately 4%.
Stock Split: A 1-for-5 reverse stock split will be effected following the filing of the AIR Charter Amendment.
Debt Repayment: Tenax or an affiliate will pay AIR's indebtedness to Webster Bank and directors Michael and Robert Taglich at Closing.
Termination Fees: $1,250,000 payable by either party under specified breach or change-in-recommendation scenarios. Up to $500,000 in reimbursement of expenses payable by AIR if stockholders fail to approve the transaction.
Redemption Rights: Existing stockholders may redeem shares at 107.3% of the Debt Adjusted Share Price if the 20-day VWAP one year post-closing is lower than that threshold.
Note: This filing does not provide revenue, profit, cash flow, or margin data for the company.
Material Changes Versus Prior Period
Amendment to Original Agreement: The A&R Merger Agreement amends and restates the Original Merger Agreement dated February 16, 2026.
Elimination of Tender Offer: The agreement eliminates the post-Closing tender offer previously contemplated, which would have required AIR to purchase up to 1,000,000 shares if the stock price fell below the Debt Adjusted Share Price.
Capital Structure Change: The transaction involves a significant dilution of existing shareholders (reducing their ownership to ~4%) and a 1-for-5 reverse stock split.
Guidance, Outlook, Risks, and Contingencies
Conditions to Closing:
- Expiration of the Hart-Scott-Rodino Act waiting period (expired June 15, 2026).
- Receipt of required antitrust and government approvals.
- AIR Stockholder approval of the Charter Amendment and Stock Issuance.
- No material adverse effect on either party.
Timeline: The Closing must occur on or before September 30, 2026, or the agreement may be terminated.
Management Commentary: The AIR Board has approved the transaction and recommends stockholders vote in favor of the Charter Amendment and Stock Issuance.
Risks and Contingencies:
- Failure to obtain regulatory approvals or stockholder approval.
- Inability to achieve expected strategic or financial benefits.
- Integration difficulties and potential business disruption.
- General economic and market conditions.
Important Facts for Investor Verification
- Control Change: Verify the impact of Tenax members acquiring ~96% ownership and the resulting change in control of AIR.
- Stockholder Vote: Confirm the date and outcome of the stockholder meeting required to approve the Charter Amendment and Stock Issuance.
- Reverse Split Mechanics: Verify the exact timing and execution of the 1-for-5 reverse stock split and its effect on share count and price.
- Debt Settlement: Confirm the specific amounts and terms of the debt owed to Webster Bank and the Taglich directors to be settled by Tenax.
- Redemption Option: Review the specific conditions under which existing shareholders can exercise redemption rights one year post-closing.
- Termination Deadlines: Monitor the September 30, 2026, deadline for closing to avoid termination of the agreement.