AIR INDUSTRIES GROUP 8-K

What Happened
Air Industries Group (AIRI) announced on June 12, 2026 (8-K filed) that it entered into an amendment (dated June 8, 2026) to its February 16, 2026 Agreement and Plan of Merger with Tenax Aerospace Acquisition, LLC and Transitory Air Sub LLC. The Amendment revises the definition of "AIR Net Indebtedness" to mitigate how a $1,971,070 prepayment (the “Advance”) received June 2, 2026 by Air Industries Machining Corp. (AIM), a wholly owned subsidiary, and the related promissory note will be treated in calculating net indebtedness and thus the number of AIR shares to be issued to Tenax members under the Merger Agreement.

Key Details

• Advance amount: $1,971,070 received by AIM on June 2, 2026 from a customer.
• Amendment date: June 8, 2026; original Merger Agreement dated February 16, 2026.
• Promissory Note: AIM and the customer agreed to a form of promissory note; proceeds to be used to buy supplies, manufacture and deliver product in the U.S. Portions of the note exhibit are redacted in the filing.
• Repayment / terms: Advance is non‑interest bearing (unless an Event of Default), repayable no later than November 30, 2026; customer may set off amounts owed against future payments for delivered product.

Why It Matters
The amendment affects how AIR Net Indebtedness is calculated for the pending merger, which directly influences the number of Air Industries shares that will be issued to Tenax members as merger consideration. For investors, this is a technical but material change: it prevents a short‑term customer prepayment from improperly increasing reported indebtedness and altering the deal’s share issuance mechanics. The filing does not report changes to the merger price or other deal parties—only the net indebtedness definition and disclosure of the related advance and promissory note.