{"url_path":"/sec/airi/8-k/2026-06-12/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement. **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1009891/0001213900-26-068306-index.html","accession_number":"0001213900-26-068306","cik":"0001009891","ticker":"AIRI","issuer_name":"AIR INDUSTRIES GROUP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1009891/0001213900-26-068306-index.html","primary_entity_key":"0001009891","primary_entity_name":"AIR INDUSTRIES GROUP"},"word_count":322,"has_tables":true,"body_markdown":"** **\n\n**Item 1.01 Entry into a Material Definitive Agreement. **\n\n** **\n\n**Amendment to Merger\nAgreement**\n\n \n\nOn June 8, 2026, Air\nIndustries Group (“AIR”) entered into an amendment (the “Amendment”) to the Agreement and Plan of\nMerger, dated as of February 16, 2026, among Tenax Aerospace Acquisition, LLC (“Tenax”), AIR and Transitory Air Sub\nLLC (“Merger Sub”) (the “Merger Agreement”). The Amendment, which is annexed hereto as Exhibit 10.1,\namended the definition of AIR Net Indebtedness (as defined in Section 1.01 of the Merger Agreement). The parties’ purpose in executing\nthe Amendment is to mitigate the impact of the Advance and the Promissory Note (each as defined below) on the calculation of AIR Net Indebtedness\nand thereby the number of shares of common stock of AIR to be issued to the members of Tenax pursuant to the Merger Agreement.\n\n \n\nAir Industries Machining\nCorp. (“AIM”), a wholly owned subsidiary of AIR, received a prepayment of $1,971,070 (the “Advance”)\non June 2, 2026, in respect of product being manufactured and anticipated to be delivered to one of AIM’s customers (the “Customer”).\nPrior to receipt of the Advance, AIM and the Customer agreed to a form of promissory note (the “Promissory Note”) and\nAIM intends to abide by the provisions of such Promissory Note with respect to the application of the proceeds and repayment of the Advance.\nThe Advance is to be used solely to purchase necessary supplies, manufacture the product and deliver the product to the Customer’s\nfacility in the United States. The Advance is non-interest bearing, other than upon the occurrence of an Event of Default (as defined\nin 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\nthe right to set off amounts due in respect of the Advance against amounts that the Customer would owe in respect of product anticipated\nto be delivered in accordance with an agreed-upon schedule."}