AIR INDUSTRIES GROUP SEC Filings

Air Industries Group reported lower sales and larger losses while highlighting significant financing risks and a pending merger. For the three months ended June 30, 2026, net sales were $11.995 million, down about 5% from 2025, but gross margin improved to 20.7% from 16.0% due to product mix and cost reductions. Operating expenses rose to $2.849 million, largely from approximately $1.195 million of merger-related professional fees and higher IT and cyber‑security spending, leading to a quarterly net loss of $846,000 and a six‑month net loss of $1.866 million.

As of June 30, 2026, total assets were $59.2 million, stockholders’ equity was $18.1 million, and cash (including restricted cash) was $4.624 million. Debt under the current credit facility and related‑party subordinated notes totaled about $28.9 million, most classified as current because the Webster Bank facility expires on September 30, 2026 and related‑party notes mature on October 1, 2026. The company met all covenants, including a Fixed Charge Coverage Ratio of 1.36x versus a 1.10x requirement, but its lender has advised it does not want to renew the facility.

Management states there is substantial doubt about the ability to continue as a going concern over the next 12 months absent extensions or refinancing. Air Industries is negotiating with Webster Bank and related‑party noteholders to extend maturities to November 30, 2026 and has paused equity issuance while pursuing a stock‑for‑equity merger with Tenax, under which Tenax members would receive 126.9 million shares (25.38 million post‑reverse‑split) and own about 96% of the combined company. The company also reports a funded backlog of $139.7 million and total unfilled contract values of $279.0 million, supporting its operational outlook despite financing uncertainty.

Air Industries Group entered into an amendment to its Amended and Restated Agreement and Plan of Merger with Tenax Aerospace Acquisition, LLC and Transitory Air Sub LLC. The amendment extends the merger “Outside Date” from September 30, 2026 to November 30, 2026, preserving existing termination rights if the closing does not occur by that date.

The company reports that the SEC has notified it will review the Registration Statement on Form S‑4 filed on July 22, 2026 for the pending Tenax merger, which will likely prevent closing by the original Outside Date. Management does not expect the SEC review to affect the merger’s economic terms and expects the registration statement to be effective before the end of the third quarter, with a shareholder meeting and closing anticipated before November 30, 2026. Air Industries manufactures precision components and assemblies for large aerospace and defense prime contractors.

Air Industries Group plans to merge its subsidiary Merger Sub into Tenax Aerospace Acquisition, LLC, making Tenax a wholly owned subsidiary, and is registering stock on Form S-4 to issue or reserve 126,900,000 shares of common stock (adjusted to 25,380,000 shares after a proposed 1-for-5 reverse split) as merger consideration.

After closing, existing AIR holders are expected to own about 4% of the combined company on a fully diluted basis, while Tenax members and warrantholders will own about 96%, following an increase in authorized common shares from 20,000,000 to 200,000,000 and governance changes that enable written consents while the NTC Group and affiliates hold majority voting power.

Legacy AIR stockholders will keep their shares and receive non-transferable Redemption Rights, allowing a one-time cash redemption at 107.3% of the Debt Adjusted AIR Share Price of $3.05 per share (or $15.25 post-split) if the stock trades below that level around the first anniversary of closing; completion depends on stockholder approvals and regulatory clearances.

Air Industries Group entered into an amended and restated merger agreement with Tenax Aerospace under which it will issue 126,900,000 shares of common stock, or 25,380,000 shares after a 1‑for‑5 reverse stock split, as merger consideration.

After closing, Tenax members are expected to own about 96% of Air Industries’ common stock, with current stockholders holding about 4%. The deal requires stockholder approval of a charter amendment to increase authorized shares to 200 million before the reverse split, plus approval of the stock issuance that will result in a change of control.

Tenax or an affiliate will repay Air Industries’ indebtedness owed to Webster Bank and to two director noteholders at closing. Existing stockholders will receive non‑transferable redemption rights allowing them, on the first anniversary of closing, to sell shares back to the company for 107.3% of the Debt Adjusted Air share price if the stock’s 20‑day average then is lower.

Air Industries Group reported an amendment to its merger agreement with Tenax Aerospace Acquisition and Transitory Air Sub. The change adjusts the definition of AIR Net Indebtedness so that a recent customer prepayment has less impact on the share consideration payable to Tenax members.

Air Industries Machining Corp., a wholly owned subsidiary, received a $1,971,070 advance on June 2, 2026 from a customer to fund supplies, manufacturing, and delivery of product in the United States. The advance is documented through a non‑interest‑bearing Promissory Note, becomes interest‑bearing only upon an Event of Default, and must be repaid by November 30, 2026, with the customer allowed to set off repayment against amounts due for product deliveries.

Star Equity affiliates and Jeffrey E. Eberwein filed Amendment No. 1 to a Schedule 13D reporting their ownership in Air Industries Group (AIRI). The filing shows Mr. Eberwein may be deemed to beneficially own 345,000 common shares, or approximately 7.11% of the company, based on 4,850,658 shares outstanding as of May 12, 2026. Star Equity Fund beneficially owns 85,000 shares, or about 1.75% of the outstanding stock, with an aggregate purchase price of roughly $278,523. Mr. Eberwein’s 260,000 directly held shares have an aggregate purchase price of about $810,209. The Star Equity entities and Mr. Eberwein report sole voting and dispositive power over their respective positions and note they may be deemed a group under Section 13(d)(3), while each disclaims beneficial ownership of shares not directly owned.

Air Industries Group reported a first‑quarter 2026 net loss of $1.02 million (loss per share $0.21) on net sales of $11.61 million, down modestly from 2025. Gross profit improved to $2.60 million, lifting gross margin to 22.4% from 16.8% on better mix and cost actions.

The company remains highly leveraged, with total debt of $26.56 million to third parties and related‑party subordinated notes of $4.87 million. It failed the required Fixed Charge Coverage Ratio, posting 0.93x versus the 1.10x covenant, and its main credit facility expires on September 30, 2026. The lender has advised it will not renew, leading management to state there is substantial doubt about continuing as a going concern. Cash was only $0.29 million, with an additional $3.93 million held as restricted cash.

Despite these pressures, Air Industries highlights unfilled contract value of $269.2 million, including funded backlog of $134.7 million, mainly with major aerospace and defense primes. The company also agreed to merge with Tenax Aerospace Acquisition, expecting to issue about 122.6 million new shares so Tenax holders own roughly 96% of the combined company at closing.

Air Industries Group (AIRI) is asking stockholders to approve related proposals to close a merger with Tenax Aerospace Acquisition, LLC under which AIR will issue equity consideration to Tenax members. The base merger consideration is 94,400,000 shares, and an illustrative Debt Adjusted AIR Share Price as of March 31, 2026 yields ~122,560,607 shares. After closing, existing AIR stockholders are expected to own ~4% and Tenax members ~96% on a fully diluted basis, subject to adjustments tied to AIR’s net indebtedness. The merger requires stockholder approval of (i) the stock issuance, (ii) an increase in authorized shares, and (iii) stockholder written consent; closing also requires regulatory clearances, listing approval and other customary conditions. The Board unanimously recommends approval.

Air Industries Group’s Acting CEO and President Scott Glassman reported routine equity compensation activity tied to restricted stock units. On the reported date, he acquired 20,427 shares of common stock through a derivative exercise related to vested RSUs, at a stated price of $0.0000 per share.

To cover tax obligations on this vesting, 8,447 common shares were withheld by Air Industries Group, with no shares sold in the market. Following these transactions, Glassman directly held 32,409 shares of common stock. He also continues to hold stock options covering 2,000, 3,000, 4,100 and 5,000 underlying shares at exercise prices of $12.20, $8.40, $3.43 and $3.50, respectively, along with additional RSU positions of 20,427 and 12,159 underlying shares.