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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 3, 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 5.08 Shareholder Director Nominations
The Board of Directors of Air Industries Group
(“Air Industries” or the “Company”) has established December 28, 2026, as the date of the Company’s 2026
Annual Meeting of Stockholders (the “2026 Annual Meeting”) and December 2, 2026, as the record date for determining stockholders
entitled to notice of and to vote at the 2026 Annual Meeting. Because the Company intends to hold the 2026 Annual Meeting on a date which
is more than 30 days from the date on which it held its Annual Meeting of Stockholders in 2025, stockholders of the Company who wish to
nominate a candidate for election to the Board of Directors of the Company must ensure that the notice on Schedule 14N (§ 240.14n-101)
required pursuant to § 240.14a-18, as applicable, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
is received by the Company’s Secretary at Air Industries Group, 1460 Fifth Avenue, Bay Shore, New York 11706, on or before the close
of business on November 27, 2026, which the Company has determined to be a reasonable time before it expects to begin to print and send
its proxy materials. Further, if a stockholder desires to have a proposal considered for inclusion in the Company’s proxy materials
for the 2026 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, he must ensure that such proposal is received by the Company’s
Secretary at the address specified above on or before the close of business on November 27, 2026. Any such proposal must also meet the
requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion in
the proxy materials for the 2026 Annual Meeting. The November 27, 2026 deadline will also apply in determining whether notice of a stockholder
proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c) of the Exchange
Act.
In addition, in accordance with the requirements
contained in the Company’s Amended and Restated By-Laws, stockholders who wish to bring business before the 2026 Annual Meeting
outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of such proposal
(including all of the information specified in the Company’s Amended and Restated By-Laws) is received by the Company’s Secretary
at the address specified above no later than the close of business on November 19, 2026. Any such proposal must meet the requirements
set forth in the Company’s Amended and Restated By-Laws in order to be brought before the 2026 Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 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 9, 2026
| |
AIR INDUSTRIES GROUP |
| |
|
|
| |
By: |
/s/ Scott Glassman |
| |
|
Scott Glassman |
| |
|
Acting Chief Executive Officer and President |