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): January 31, 2025
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 January 31, 2025, we, Air Industries Group, entered into the Eighth Amendment to Loan and Security Agreement with Webster Bank (“Eighth Amendment”). In the Eighth Amendment Webster Bank relaxed the financial covenants in the agreement, permitted the repayment of our subordinated debt, and expanded our Term Loan by approximately $1.6 million. These funds will be used for the purchase of new state of the art machinery, costing approximately $1.9 million. This investment in production equipment will support the recently announced $33 million contract and will greatly increase throughput. A copy of the Eighth Amendment is annexed to this Report as Exhibit 10.1 and reference is made thereto for the complete terms and conditions of the Eighth Amendment.
Item 7.01 Regulation FD Disclosure.
On February 3, 2025 Air Industries Group issued a press release announcing that it had reached an agreement with Webster Bank, its primary lender, to amend the Company’s Credit Facility. A copy of the press release is annexed as Exhibit 99.1 to this Report.
The information contained in Item 7.01 in this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: February 3, 2025
| | AIR INDUSTRIES GROUP |
| | | |
| | By: | /s/ Scott Glassman |
| | | Scott Glassman |
| | | Chief Financial Officer |
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