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SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange
Act of 1934
Date of Report (date of
earliest event reported): November 9, 2026
AIR INDUSTRIES GROUP
(Exact Name of Registrant
as Specified in its Charter)
| Nevada |
|
001-35927 |
|
80-0948413 |
| State of Incorporation |
|
Commission File Number |
|
IRS Employer
I.D. Number |
1460 Fifth Avenue, Bay
Shore, New York 11706
(Address of Principal
Executive Offices)
Registrant’s telephone
number: (631) 968-5000
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 |
|
AIRI |
|
NYSE American |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Definitive Material
Agreement.
On November 9, 2026, we, Air
Industries Group (the “Company”), entered into a Thirteenth Amendment to our Loan and Security Agreement with our primary lender
(“Thirteenth Amendment”). In the Thirteenth Amendment the primary lender extended the maturity date of the revolving credit and
term loans under the Loan and Security Agreement to April 30, 2027. A copy of the Thirteenth Amendment is annexed as Exhibit 10.1 and
reference is made thereto for the complete terms and conditions of the Thirteenth Amendment. As
consideration for the lender’s agreement to extend the maturity date of the Loan and Security Agreement, AIR paid an amendment
fee of $50,000 and agreed to pay an additional fee of $50,000 on the maturity date.
Concurrently with the
execution of the Thirteenth Amendment, Michael Taglich and Robert Taglich, the holders of our convertible subordinated notes (the “Convertible
Subordinated Notes”) and nonconvertible subordinated notes (the “Nonconvertible Subordinated Notes, and together with the
Convertible Subordinated Notes, the “Related Party Notes”), agreed to extend the maturity of such Related Party Notes until
May 1, 2027 (the “Related Party Notes Extensions”). In consideration for the Related Party Notes Extensions, the Company agreed
that if the contemplated merger with Tenax Aerospace Acquisition, LLC and Transitory Air Sub LLC (the “Merger”) does not occur
on or prior to November 30, 2026, effective December 1, 2026, the principal amount of each Related Party Note would be increased by 2%;
effective December 1, 2026, the interest rate of each Related Party Note would be reset at the greater of (x) 12.5% and (y) the Secured
Overnight Financing Rate plus 8.5%, and if the Company were to default in the payment of any principal or interest payable, the interest
rate would increase to the greater of (x) 24% and (y) the SOFR plus 15%. With respect to the Convertible Subordinated Notes, the Company
and the holders of the Convertible Subordinated Notes agreed that if the Merger does not occur on or prior to November 30, 2026, the conversion
price of the Convertible Subordinated Notes would not be changed. A copy of the Related Party Note Extensions are annexed as Exhibit 10.2
and 10.3, respectively, and reference is made thereto for the complete terms and conditions of the Related Party Note Extensions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Thirteenth Amendment to Loan and Security Agreement with the Primary Lender |
| 10.2 |
|
Related Party Notes Extension with Michael Taglich |
| 10.3 |
|
Related Party Notes Extension with Robert Taglich |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated:
November 10, 2026
| |
AIR INDUSTRIES GROUP |
| |
|
|
| |
By: |
/s/ Scott Glassman |
| |
|
Scott Glassman |
| |
|
Acting Chief Executive Officer and President |
