AIR INDUSTRIES GROUP 8-K

What Happened
Air Industries Group (AIRI) announced on July 2, 2026 that it entered into an Amended and Restated Agreement and Plan of Merger with Tenax Aerospace Acquisition, LLC (Tenax) and Merger Sub. Under the A&R Merger Agreement, Merger Sub will merge into Tenax and AIR will issue 126,900,000 shares of AIR common stock as merger consideration (25,380,000 shares after a required 1-for-5 reverse stock split). The parties filed that AIR will register the shares on Form S-4 and the HSR waiting period expired on June 15, 2026.

Key Details

• Merger consideration: 126,900,000 AIR shares (25,380,000 post 1-for-5 reverse split).
• Debt Adjusted AIR Share Price: $3.05 per pre-split share ($15.25 post-split).
• Ownership post-closing: Tenax members ~96% of AIR common stock; current AIR stockholders ~4%.
• Required AIR stockholder votes: (a) amend articles to increase authorized shares from 20M to 200M and allow written-consent action while Majority Ownership exists, and (b) approve issuance under NYSE American rules; reverse split to be effected after the charter amendment.
• Other terms: elimination of prior post-closing tender offer; mutual $1.25M termination fees in specified cases; Tenax to satisfy certain AIR indebtedness at closing; redemption rights and lock-ups and registration rights to be implemented.

Why It Matters
This is a control-changing transaction that would transfer near-total ownership of AIR to Tenax members and requires AIR stockholder approval and regulatory clearances. Investors should note the large share issuance, the planned reverse split and charter amendments, and that the company must file a Form S-4 (proxy/prospectus) before closing—these items will drive upcoming shareholder votes and disclosure.