AIR INDUSTRIES GROUP 8-K

What Happened
Air Industries Group (AIRI) announced on Feb 16–17, 2026 that it entered an Agreement and Plan of Merger to combine with Tenax Aerospace Acquisition, LLC (Tenax) by merging AIR’s wholly owned Merger Sub into Tenax. Under the Merger Agreement AIR will issue Merger Consideration stock (initially stated as 94,400,000 shares, subject to adjustment) to Tenax members. Based on AIR’s preliminary unaudited balance sheet as of Dec 31, 2025, the Debt Adjusted AIR Share Price is estimated at approximately $3.44 per share, which would imply the Merger Consideration could be about 112.5 million AIR shares. After the closing, Tenax members would collectively own roughly 95% of outstanding AIR common stock and current AIR holders would own about 5%.

Key Details

• Merger consideration: initially 94,400,000 AIR shares (subject to adjustment); preliminary calculation implies ~112.5M shares at a Debt Adjusted AIR Share Price ≈ $3.44.
• Stockholder approvals required: amend AIR’s articles to increase authorized common shares from 20M to 200M and approval of the stock issuance under NYSE American rules (Section 713(b)).
• Closing conditions & timing: customary regulatory and antitrust approvals (including HSR clearance), no financing condition; outside termination date of Sept 30, 2026; mutual $1.25M termination fee provisions and up to $500K reimbursement if stockholder vote fails.
• Other deal mechanics: support and lock‑up agreements in place (founders/executives locked for 180 days); registration rights granted to Tenax members; tender offer to buy up to 1,000,000 shares post‑closing if 20‑day VWAP before closing is below the Debt Adjusted Price; redemption rights issued to current AIR holders tied to first‑anniversary VWAP (redeemable at 107.3% of Debt Adjusted Price).

Why It Matters
This is a change‑of‑control transaction that would dramatically shift ownership of AIR (Tenax holders ~95%, current AIR holders ~5%) and materially increase outstanding shares if the Debt Adjusted Share Price assumption holds. Investors should note the deal requires AIR stockholder approval to increase authorized shares and to issue the Merger shares, and it remains subject to regulatory clearances and other closing conditions. The filing outlines cash protections for existing shareholders (tender offer and redemption rights) and transfer restrictions/registration rights for Tenax principals, but the transaction will significantly affect AIR’s capitalization and ownership structure if completed.