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Air Industries Group (AIRI) adjusts Tenax merger terms after $1.97M customer advance

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Insights

Merger terms are adjusted to neutralize a $1.97M customer advance’s effect on share consideration.

The amendment to the merger agreement between Air Industries Group and Tenax Aerospace Acquisition changes the AIR Net Indebtedness definition. This specifically addresses a $1,971,070 advance received by the Air Industries Machining subsidiary on June 2, 2026.

The advance is non-interest bearing, repayable by November 30, 2026, and tied to a Promissory Note that requires use of funds for supplies, manufacturing, and delivery to the customer. The customer can set off repayment against purchase obligations under a schedule, aligning cash flows with production activity.

The amendment aims to prevent this operational prepayment from inflating indebtedness used to determine Tenax’s equity consideration, preserving the intended economic balance of the merger. Actual impact depends on closing of the merger and performance under the product delivery schedule disclosed in the agreement and Promissory Note.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Customer advance amount $1,971,070 Prepayment received by Air Industries Machining Corp. on June 2, 2026
Advance repayment deadline November 30, 2026 Latest date by which AIM must repay the advance
Merger agreement date February 16, 2026 Original Agreement and Plan of Merger among Tenax, AIR, and Merger Sub
Amendment date June 8, 2026 Date AIR entered into the Amendment to the Merger Agreement
Common stock par value $0.001 per share Par value of AIRI common stock listed on NYSE American
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Net Indebtedness financial
"amended the definition of AIR Net Indebtedness (as defined in Section 1.01 of the Merger Agreement)."
Net indebtedness is a company’s total interest-bearing borrowings (short- and long-term loans, bonds and similar debt) minus its cash and cash-like assets. Think of it as the remaining loan balance after using all available savings; investors use it to judge how leveraged a company is, how easily it can meet obligations, and how much financial flexibility or risk affects valuation and creditworthiness.
Promissory Note financial
"agreed to a form of promissory note (the “Promissory Note”) and AIM intends to abide by the provisions"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
Event of Default financial
"The Advance is non-interest bearing, other than upon the occurrence of an Event of Default (as defined in the Promissory Note)."
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
set off financial
"the Customer shall have the right to set off amounts due in respect of the Advance"
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UNITED STATES

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): June 8, 2026

 

Air Industries Group

(Exact name of registrant as specified in its charter)

 

Nevada   001-35927   80-0948413

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

1460 Fifth Avenue, Bay Shore, New York   11706
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code: (631) 968-5000

 

Not Applicable

(Former name or former address, if changed since last report)

 

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:

 

☐ 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 per share   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 Material Definitive Agreement. 

 

Amendment to Merger Agreement

 

On June 8, 2026, Air Industries Group (“AIR”) entered into an amendment (the “Amendment”) to the Agreement and Plan of Merger, dated as of February 16, 2026, among Tenax Aerospace Acquisition, LLC (“Tenax”), AIR and Transitory Air Sub LLC (“Merger Sub”) (the “Merger Agreement”). The Amendment, which is annexed hereto as Exhibit 10.1, amended the definition of AIR Net Indebtedness (as defined in Section 1.01 of the Merger Agreement). The parties’ purpose in executing the Amendment is to mitigate the impact of the Advance and the Promissory Note (each as defined below) on the calculation of AIR Net Indebtedness and thereby the number of shares of common stock of AIR to be issued to the members of Tenax pursuant to the Merger Agreement.

 

Air Industries Machining Corp. (“AIM”), a wholly owned subsidiary of AIR, received a prepayment of $1,971,070 (the “Advance”) on June 2, 2026, in respect of product being manufactured and anticipated to be delivered to one of AIM’s customers (the “Customer”). Prior to receipt of the Advance, AIM and the Customer agreed to a form of promissory note (the “Promissory Note”) and AIM intends to abide by the provisions of such Promissory Note with respect to the application of the proceeds and repayment of the Advance. The Advance is to be used solely to purchase necessary supplies, manufacture the product and deliver the product to the Customer’s facility in the United States. The Advance is non-interest bearing, other than upon the occurrence of an Event of Default (as defined in the Promissory Note). The Advance is to be repaid by AIM to the Customer no later than November 30, 2026, and the Customer shall have the right to set off amounts due in respect of the Advance against amounts that the Customer would owe in respect of product anticipated to be delivered in accordance with an agreed-upon schedule.

 

Item 9.01 - Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
   
10.1   Amendment to Agreement and Plan of Merger, dated as of June 8, 2026, among Tenax Aerospace Acquisition, LLC, Air Industries Group and Transitory Air Sub LLC
     
10.2   Form of Promissory Note with respect to advance received June 2, 2026.*
   
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted and complete copy of the exhibit to the SEC upon request.

 

1

 

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.

 

  AIR INDUSTRIES GROUP
     
Date: June 12, 2026 By:  /s/ Scott Glassman
    Scott Glassman
    Acting Chief Executive Officer and President

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

How large is the customer advance received by Air Industries Group (AIRI)?

Air Industries Machining Corp., a subsidiary of Air Industries Group, received a customer advance of $1,971,070 on June 2, 2026. The funds are designated to buy supplies, manufacture product, and deliver it to the customer’s U.S. facility under agreed terms.

When must the $1,971,070 advance to Air Industries Group be repaid?

The $1,971,070 advance received by Air Industries Machining Corp. must be repaid to the customer no later than November 30, 2026. The customer may also set off the repayment against amounts it owes for product deliveries under an agreed schedule.

Does the Air Industries Group customer advance bear interest?

The advance to Air Industries Machining Corp. is non-interest bearing under normal circumstances. Interest applies only if an Event of Default, as defined in the Promissory Note, occurs, making the arrangement cheaper than typical debt while deliveries proceed as planned.

How does the customer advance affect the Air Industries Group–Tenax merger terms?

The merger agreement amendment is designed to mitigate the impact of the $1,971,070 advance and related Promissory Note on AIR Net Indebtedness. This helps keep the number of AIR shares issued to Tenax members closer to the merger’s original economic intent.

Filing Exhibits & Attachments

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