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Air T, Inc. (NASDAQ: AIRT) launches $8,000,000 at-the-market equity offering

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

Rhea-AI Filing Summary

Air T, Inc. entered into an At the Market Offering Agreement with Ascendiant Capital Markets, LLC allowing the company to sell, from time to time, shares of its common stock having an aggregate offering price of up to $8,000,000. Sales, if any, will be made as at-the-market offerings under Rule 415(a)(4), including directly on The Nasdaq Capital Market, other trading markets, or through market makers, and may also occur in privately negotiated transactions with prior written approval.

Air T will pay Ascendiant a placement fee of 3.0% of the gross sales price of any shares sold and is not obligated to sell any shares under the program. The shares are being offered under the company’s shelf registration statement on Form S-3, which became effective on March 27, 2024, and a related prospectus supplement dated July 10, 2026. Any sales will be subject to the limitations of General Instruction I.B.6 of Form S-3, which the company will monitor together with a separate at-the-market program for Alpha Income Preferred Securities.

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Insights

Air T adds a flexible $8M at-the-market equity program.

Air T has arranged an at-the-market (ATM) facility to sell up to $8,000,000 of common stock through Ascendiant Capital Markets, LLC. The ATM structure lets the company issue small share amounts over time at prevailing market prices, rather than in a single, fixed-price offering.

The company will pay a 3.0% placement fee on gross proceeds for shares sold under this agreement. Sales rely on the existing Form S-3 shelf, effective on March 27, 2024, and a prospectus supplement dated July 10, 2026. The company is not obligated to sell any shares, so usage will depend on market conditions and funding needs.

Any issuance under this ATM is constrained by General Instruction I.B.6 of Form S-3, which caps the amount smaller issuers may sell relative to their public float. Air T plans to monitor this capacity alongside a separate at-the-market program for Air T Funding’s Alpha Income Preferred Securities, coordinating both programs within the same regulatory limits.

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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM program size $8,000,000 Aggregate offering price of common stock that may be sold under the At the Market Offering Agreement
Placement fee rate 3.0% Percentage of gross sales price payable to Ascendiant Capital Markets, LLC for shares sold
Shelf effectiveness date March 27, 2024 Effective date of the Form S-3 shelf registration statement used for the offering
Prospectus supplement date July 10, 2026 Date of the prospectus supplement relating to the offer and sale of the shares
At the Market Offering Agreement financial
"entered into an At the Market Offering Agreement (the “Sales Agreement”)"
An at-the-market offering agreement is a contract that lets a company sell newly issued shares directly into the open market through a broker, at whatever price the stock is trading at that moment. For investors this matters because it can increase the number of shares available (which may dilute existing ownership) while providing a flexible, often faster way for the company to raise cash without fixing a price, similar to a vendor selling small batches at current market stalls rather than setting a single fixed price.
shelf registration statement regulatory
"The Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Rule 415(a)(4) regulatory
"deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act"
Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.
General Instruction I.B.6 of Form S-3 regulatory
"subject to the limitations of General Instruction I.B.6 of Form S-3"
Alpha Income Preferred Securities financial
"sales of Air T Funding's Alpha Income Preferred Securities under Air T Funding's separate at-the-market offering program"
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FAQ

What did Air T, Inc. (AIRT) announce regarding its common stock on July 10, 2026?
Air T, Inc. entered into an At the Market Offering Agreement to sell up to $8,000,000 of common stock through Ascendiant Capital Markets, LLC under its existing Form S-3 shelf registration.

How much stock can Air T, Inc. (AIRT) sell under the new at-the-market program?
Air T can offer and sell common stock with an aggregate offering price of up to $8,000,000. Sales may occur over time on Nasdaq, other trading markets, or via approved privately negotiated transactions.

What fees will Air T, Inc. (AIRT) pay under the At the Market Offering Agreement?
Air T will pay Ascendiant Capital Markets, LLC a placement fee equal to 3.0% of the gross sales price of any shares sold through the at-the-market program established on July 10, 2026.

Under what registration statement is Air T, Inc. (AIRT) offering these shares?
The shares are being offered under Air T’s shelf registration statement on Form S-3 (File Nos. 333-277855 and 333-277855-01), which became effective on March 27, 2024, and a prospectus supplement dated July 10, 2026.

Is Air T, Inc. (AIRT) required to sell shares under the new at-the-market agreement?
No. Air T is not obligated to make any sales of common stock under the At the Market Offering Agreement; sales will occur only if the company delivers sales notices.

What regulatory limitations apply to Air T, Inc. (AIRT) sales under this program?
Any common stock sales under the agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, which the company will monitor along with sales of Alpha Income Preferred Securities.
0000353184false00003531842026-07-102026-07-100000353184us-gaap:CommonStockMember2026-07-102026-07-100000353184airt:CumulativeCapitalSecuritiesMember2026-07-102026-07-10


______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 10, 2026
______________________________________________________________________________
AIR T, INC.
(Exact Name of Registrant as Specified in Charter)  
______________________________________________________________________________
Delaware 
001-35476
 
52-1206400
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)

11020 David Taylor Drive, Suite 305,
Charlotte, North Carolina 28262
(Address of Principal Executive Offices, and Zip Code)

________________(980) 595-2840__________________
Registrant’s Telephone Number, Including Area Code

 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 (see General Instruction A.2. below):

☐Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communication 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 classTrading Symbol(s)Name of each exchange on which registered
Common StockAIRT
NASDAQ Capital Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)AIRTP
NASDAQ Global Market
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):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐
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

On July 10, 2026, Air T, Inc. (the “Company”) entered into an At the Market Offering Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time through or to the Agent, shares of the Company’s common stock, par value $0.25 per share (the “Common Stock”), having an aggregate offering price of up to $8,000,000 (the “Shares”).

Under the Sales Agreement, upon delivery of a sales notice by the Company and subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell the Shares designated by the Company. The Company is not obligated to make any sales of Common Stock under the Sales Agreement.

Sales of the Shares, if any, may be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Capital Market, on any other existing trading market for the Common Stock or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions, subject to the Company's prior written approval and to the extent provided in the applicable prospectus supplement.

The Company will pay the Agent a placement fee of 3.0% of the gross sales price of any Shares sold through the Agent under the Sales Agreement and has provided the Agent with customary indemnification and contribution rights.

The Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File Nos. 333-277855 and 333-277855-01), which became effective on March 27, 2024. The Company is filing a prospectus supplement, dated July 10, 2026, relating to the offering of the Shares with the Securities and Exchange Commission (the “SEC”).

The Sales Agreement also permits the Company to sell Shares to the Agent, as principal for its own account, at a price agreed upon at the time of sale pursuant to a separate terms agreement.

The description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The copy of the Sales Agreement has been included to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company.

The representations, warranties, and covenants contained in the Sales Agreement were made only for purposes of the Sales Agreement as of the specific dates therein, are solely for the benefit of the parties to the Sales Agreement, may be subject to limitations agreed upon by the contracting parties, including, among others, being qualified by disclosures made for purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

Investors are not third-party beneficiaries under the Sales Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Sales Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. Rather, investors and the public should look to the disclosures contained in the Company's reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 8.01 Other Events

The Company is filing a prospectus supplement, dated July 10, 2026, with the SEC relating to the offer and sale from time to time of up to $8,000,000 of shares of Common Stock pursuant to the Sales Agreement.

In connection with the offering, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K the opinion of Winthrop & Weinstine, P.A. regarding the legality of the Shares offered pursuant to the prospectus supplement. The consent of Winthrop & Weinstine, P.A. is included in Exhibit 5.1.

Any sales of Common Stock pursuant to the Sales Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3. The Company expects to monitor sales under the Sales Agreement together with sales


of Air T Funding's Alpha Income Preferred Securities under Air T Funding's separate at-the-market offering program against the applicable capacity under General Instruction I.B.6.

Item 9.01 Financial Statements and Exhibits

5.1
Opinion of Winthrop & Weinstine, P.A.
10.1
At the Market Offering Agreement, dated July 10, 2026, by and between Air T, Inc. and Ascendiant Capital Markets, LLC.
23.1Consent of Winthrop & Weinstine, P.A. (included in Exhibit 5.1).
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 10, 2026

AIR T, INC.


By: /s/ Tracy Kennedy
Tracy Kennedy, Chief Financial Officer




Source: View Original Filing on SEC EDGAR

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