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): November 8, 2019
Air T, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 001-35476 | | 52-1206400 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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5930 Balsom Ridge Road
___________Denver, North Carolina 28037__________
(Address of Principal Executive Offices, and Zip Code)
_______________(828) 464-8741__________________
Registrant’s Telephone Number, Including Area Code
_____________________Not applicable______________________
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | AIRT | NASDAQ Global Market |
| Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”) | AIRTP | NASDAQ Global Market |
| Warrant to purchase AIP | AIRTW | 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):
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| | ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | ¨ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
To the extent responsive, the information included in Item 2.01 is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On November 8, 2019, Contrail Aviation Support, LLC (“Contrail”), a 79%-owned subsidiary of Air T, Inc. (the “Company”), completed the sale of two engines, one model V2524-A5 engine with serial number V11255 and one model V2527-A5 engine with serial number V10543 (collectively, the “Engines”) pursuant to a purchase and sale agreement dated the same date. The Engines were previously leased by Contrail. The total transaction value exceeded $10,000,000.*
The disposition of the Engines as discussed above continues Contrail’s business of purchasing aircraft and/or aircraft engines for the purpose of leasing or disassembling them and selling them for parts.
The sale and purchase agreement with respect to the transaction is filed as Exhibit 10.1, which is incorporated herein by reference.
*Portions of the transaction exhibit have been omitted for confidential treatment.
Item 9.01 Financial Statements and Exhibits
*Portions of the transaction exhibit have been omitted for confidential treatment.
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: November 14, 2019
AIR T, INC.
By: /s/ Brian Ochocki
Brian Ochocki, Chief Financial Officer
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