{"url_path":"/sec/airi/8-k/2026-07-09/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":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1009891/0001213900-26-076769-index.html","accession_number":"0001213900-26-076769","cik":"0001009891","ticker":"AIRI","issuer_name":"AIR INDUSTRIES GROUP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1009891/0001213900-26-076769-index.html","primary_entity_key":"0001009891","primary_entity_name":"AIR INDUSTRIES GROUP"},"word_count":2663,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\n**Amended and Restated\nAgreement and Plan of Merger**\n\n \n\nOn July 2, 2026, Air\nIndustries Group (“AIR”) entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger\nAgreement”) with Tenax Aerospace Acquisition, LLC (“Tenax”) and Transitory Air Sub LLC (“Merger\nSub”), which amended and restated the Agreement and Plan of Merger dated February 16, 2026 among AIR, Tenax and Merger Sub,\nas amended by Amendment No. 1 thereto, dated as of June 8, 2026 (the “Original Merger Agreement”), in its entirety.\nPursuant to the A&R Merger Agreement, Merger Sub will merge with and into Tenax, with Tenax continuing as the surviving company in\nsuch Merger (the “Merger”) and a wholly-owned subsidiary of AIR. Certain capitalized terms used and not defined herein\nhave the meanings ascribed thereto in the A&R Merger Agreement.\n\n \n\nPursuant to the terms\nand subject to the conditions set forth in the A&R Merger Agreement, AIR will issue 126,900,000 shares of AIR Common Stock (25,380,000\nshares after giving effect to the 1 for 5 Reverse Stock Split described herein) (the “Merger Consideration”) to the\nholders of the membership interests of Tenax (“Tenax Members”) in connection with the Merger. A portion of the Merger\nConsideration allocated in respect of membership interests of Tenax underlying certain Tenax warrants that remain unexercised as of the\nClosing, if any, will be reserved by AIR for future issuance upon the exercise of such warrants. The A&R Merger Agreement further\nprovides that the Debt Adjusted AIR Share Price, as defined therein, shall be $3.05 ($15.25 after giving effect to the 1 for 5 Reverse\nStock Split described herein). Each of the Merger Consideration and the Debt Adjusted AIR Share Price is subject to appropriate and equitable\nadjustment in the event of any subdivision, stock dividend or stock split, combination, recapitalization, exchange or reclassification\nof AIR Common Stock prior to the Closing (including the 1 for 5 Reverse Stock Split described herein). Following the Closing, the Tenax\nMembers will collectively own approximately 96% of outstanding AIR Common Stock, and the stockholders of AIR as of immediately prior to\nthe Closing will collectively own approximately 4% of outstanding AIR Common Stock.\n\n \n\nThe A&R Merger Agreement\nalso requires that subsequent to the filing and effectiveness of the AIR Charter Amendment described below, AIR shall cause a certificate\nof change to be filed with the Secretary of State of the State of Nevada effecting a reverse stock split of the issued and outstanding\nshares of AIR Common Stock at a ratio of one post-split share of AIR Common Stock for every five pre-split shares of AIR Common Stock\nwhile simultaneously reducing the number of authorized shares of AIR Common Stock under the articles of incorporation of AIR (after giving\neffect to the AIR Charter Amendment) by a corresponding factor, with any fractional share of AIR Common Stock otherwise resulting from\nthe split rounded up to the nearest whole share (the “1 for 5 Reverse Stock Split”).\n\n \n\nThe A&R Merger Agreement\neliminates the post-Closing tender offer contemplated by the Original Merger Agreement, under which AIR would have been required, within\nfive Business Days following the Closing, to commence a tender offer to purchase up to 1,000,000 shares of AIR Common Stock at a purchase\nprice equal to the Debt Adjusted AIR Share Price if the volume weighted average price of AIR Common Stock during the 20 Trading Days preceding\nthe Closing was less than the Debt Adjusted AIR Share Price.\n\n \n\nThe A&R Merger Agreement\nfurther requires that, promptly following the date of the A&R Merger Agreement, AIR file with the U.S. Securities and Exchange Commission\n(the “SEC”) a Registration Statement on Form S-4, which will register the shares of AIR Common Stock to be issued to\nthe Tenax Members pursuant to the A&R Merger Agreement, and will include a Proxy Statement/Prospectus relating to the Merger, and\nthe matters to be voted on by the AIR stockholders. Each of AIR and Tenax shall use its reasonable best efforts to cause the Registration\nStatement to become effective under the Securities Act as promptly as practicable and to keep the Registration Statement effective for\nso long as necessary to consummate the Merger.\n\n \n\nTenax has agreed that\nat the Closing, Tenax or one of its Affiliates will pay or cause to be paid the indebtedness of AIR due to Webster Bank and Michael and\nRobert Taglich, directors of AIR, in satisfaction of certain subordinated notes.\n\n \n\n1\n\n \n\nThe A&R Merger Agreement\ncontains customary representations and warranties of the parties, in each case generally subject to customary materiality and other qualifiers,\nand customary pre-Closing covenants of the parties, including covenants requiring both AIR and Tenax to use reasonable best efforts to\n(a) conduct their respective businesses in all material respects in the ordinary course consistent with past practice and refrain from\ntaking certain types of actions without the other party’s consent (not to be unreasonably withheld, delayed or conditioned), subject\nto certain exceptions, and (b) obtain all required regulatory approvals and clearances and consummate the Transactions, subject to certain\nexceptions and limitations.\n\n \n\nUnder the A&R Merger\nAgreement, each of AIR and Tenax is subject to customary “no-shop” provisions that restrict AIR and Tenax’s\nability to solicit competing proposals from third parties, and/or to provide information to third parties and to engage in discussions\nwith third parties, in each case, in connection with competing proposals, subject to certain exceptions. However, under certain circumstances\nand in compliance with certain obligations set forth in the A&R Merger Agreement, AIR is permitted to provide non-public information\nand engage in discussions and negotiations with respect to competing proposals that constitute, or are reasonably likely to lead to, a\nSuperior Proposal. Prior to receipt of the AIR Stockholder Approvals, the AIR Board may, in certain limited circumstances, withdraw or\nmodify its recommendation that the AIR Stockholders approve the AIR Charter Amendment (as defined below) or the AIR Stock Issuance (as\ndefined below) or adopt or recommend any Superior Proposal (a “Change in the AIR Recommendation”), subject to complying\nwith notice and other specified conditions, including giving Tenax the opportunity to propose revisions to the terms of the transactions\ncontemplated by the A&R Merger Agreement during a match right period. Notwithstanding a Change in the AIR Recommendation by the Board,\nunless Tenax terminates the A&R Merger Agreement, AIR is still required to convene the meeting of its stockholders to approve the\nAIR Charter Amendment and the AIR Stock Issuance.\n\n \n\nThe Closing is subject\nto certain specified conditions, including, among other things: (a) the expiration or termination of the applicable waiting period under\nthe Hart-Scott-Rodino Act (which has occurred, as described below), (b) the receipt of certain antitrust and government agency approvals\nand clearances and (c) other customary conditions for a transaction of this type, such as the absence of any legal restraint prohibiting\nthe consummation of the Transactions and there not having occurred with respect to AIR or Tenax’s business a material adverse effect,\nsubject to certain customary exceptions. The Closing is not conditioned upon AIR or Tenax’s ability to obtain financing for the\nTransactions. AIR and Tenax filed their respective notification and report forms under the Hart-Scott-Rodino Act, and the applicable waiting\nperiod under the Hart-Scott-Rodino Act expired on June 15, 2026.\n\n \n\nIn addition, the Closing\nwill be subject to approval by the AIR Stockholders of (a) a proposal to amend AIR’s Articles of Incorporation (the “AIR\nCharter Amendment”) to (i) increase the number of authorized shares of AIR Common Stock from 20 million to 200 million and (ii)\nauthorize stockholder action by written consent in lieu of a stockholder meeting at any time while Majority Ownership (as defined in the\nAIR Charter Amendment) exists and (b) a proposal, in compliance with Section 713(b) of the NYSE American Company Guide, to approve the\nissuance of the shares of AIR Common Stock constituting the Merger Consideration to the Tenax Members, resulting in a change in control\nof AIR (the “AIR Stock Issuance”). As the A&R Merger Agreement requires that the 1 for 5 Reverse Stock Split be\neffectuated after the filing of the AIR Charter Amendment, unless the parties agree otherwise, the number of authorized shares of AIR\nCommon Stock immediately after the Closing will be 40,000,000, reflecting the proportionate reduction of the 200,000,000 authorized shares\nof AIR Common Stock (after giving effect to the AIR Charter Amendment) by the 1 for 5 Reverse Stock Split.\n\n \n\nThe Board of Directors\nof AIR has adopted the A&R Merger Agreement and approved the Transaction Documents and the Transactions, and resolved to recommend\nthat the AIR Stockholders vote in favor of approving the AIR Charter Amendment and the AIR Stock Issuance.\n\n \n\nThe A&R Merger Agreement\ncontains customary termination rights for the benefit of AIR and Tenax, including (a) if the other party breaches its representations,\nwarranties or covenants under the Merger Agreement to a degree that would cause the failure of the closing conditions (subject to a cure\nright), (b) if the Closing does not occur on or before September 30, 2026, (c) if a governmental authority has enacted, issued, promulgated,\nenforced or entered any law, whether temporary, preliminary or permanent, which is then in effect and has the effect of enjoining, restraining,\nprohibiting or otherwise preventing the consummation of the Transactions, (d) if the AIR Stockholders fail to approve the AIR Charter\nAmendment or the AIR Stock Issuance or (e) if AIR and Tenax mutually consent to termination in writing.\n\n \n\n2\n\n \n\nThe A&R Merger Agreement\nalso contains customary termination rights (a) for Tenax, if AIR makes a Change in the AIR Recommendation and (b) for AIR, (i) if\nTenax fails to close the Merger within a specified period after all closing conditions have been satisfied or AIR’s delivery of\na written notice to Tenax that all of Tenax’s closing conditions have been satisfied or waived or that AIR is willing to waive any\nunsatisfied conditions or (ii) to accept a Superior Proposal.\n\n \n\nIf the A&R Merger\nAgreement is terminated under certain other specified circumstances, AIR or Tenax will be required to pay a termination fee. AIR will\nbe required to pay Tenax a termination fee of $1,250,000 if AIR terminates the A&R Merger Agreement to accept a Superior Proposal\nor Tenax terminates the A&R Merger Agreement because the AIR Board has made a Change in the AIR Recommendation. Tenax will be required\nto pay AIR a termination fee of $1,250,000 under specified circumstances, including if AIR terminates the A&R Merger Agreement as\na result of Tenax’s material breach of the A&R Merger Agreement or Tenax’s failure to close the Merger within a specified\nperiod after all closing conditions have been satisfied or AIR’s delivery of a written notice to Tenax that all of Tenax’s\nclosing conditions have been satisfied or waived or that AIR is willing to waive any unsatisfied conditions. In the event that either\nAIR or Tenax terminates the A&R Merger Agreement following a meeting of the AIR Stockholders at which the AIR Stockholders fail to\napprove the AIR Charter Amendment and the AIR Stock Issuance, AIR shall reimburse Tenax for Tenax’s reasonable and documented out-of-pocket\ncosts and expenses incurred in connection with the execution of the A&R Merger Agreement and the consummation of the Merger, up to\n$500,000.\n\n** **\n\n**Support Agreements**\n\n \n\nIn connection with the\nexecution of the Original Merger Agreement, on February 16, 2026, certain stockholders of AIR (the “Supporting Stockholders”)\nentered into an AIR Stockholder Support Agreement with Tenax, pursuant to which the Supporting Stockholders agreed, among other things,\nto vote their shares of AIR Common Stock in favor of the AIR Charter Amendment and the AIR Stock Issuance and against any competing proposal.\nThe AIR Stockholder Support Agreement, which by its terms applies to the Merger Agreement as amended from time to time, remains in full\nforce and effect and was not amended in connection with the A&R Merger Agreement.\n\n \n\nIn connection with the\nexecution of the A&R Merger Agreement, on July 2, 2026, Tenax Members holding a majority in voting power of the outstanding membership\ninterests of Tenax (the “Consenting Members”) entered into an Amended and Restated Tenax Member Support Agreement with\nAIR and Tenax, pursuant to which the Consenting Members agreed, among other things, to consent to the Merger and the terms and provisions\nof the Transaction Documents and not to transfer their Tenax units prior to the applicable expiration date.\n\n** **\n\n**Redemption Rights\nAgreement**\n\n \n\nPrior to the Closing,\nAIR will declare and issue as a dividend to AIR Stockholders as of the Business Day immediately prior to the Closing Date a right to cause\nAIR to redeem shares of AIR Common Stock that such AIR Stockholders then own and continue to own on the first anniversary of the Closing.\nSuch redemption rights will entitle the holders thereof to require AIR to purchase all or a portion of such AIR Stockholder’s shares\nof AIR Common Stock for a redemption price, payable in cash, equal to 107.3% of the Debt Adjusted AIR Share Price, if the volume weighted\naverage price of AIR Common Stock during the 20 Trading Days preceding the first anniversary of the Closing is lower than 107.3% of the\nDebt Adjusted AIR Share Price. Such redemption rights will not be transferable.\n\n** **\n\n**Lock-Up Agreements\nand Registration Rights Agreement**\n\n \n\nIn connection with the\nexecution of the Original Merger Agreement, on February 16, 2026, AIR and Thomas Foley, Chief Executive Officer, Chairman and a director\nof Tenax, and Taran Bakker, a director of Tenax, entered into Lock-Up Agreements restricting transfers of AIR Common Stock held directly\nor indirectly by Mr. Foley and Mr. Bakker for 180 days after the Closing.\n\n \n\nIn addition, prior to\nthe Closing, AIR and the Tenax Members will enter into a Registration Rights Agreement granting (i) Mr. Foley and Mr. Bakker and certain\nof their respective affiliates customary demand rights and (ii) the Tenax Members piggyback registration rights, in each case for the\nresale of the shares of AIR Common Stock held by the Tenax Members.\n\n \n\n3\n\n \n\n**Disclaimer**\n\n \n\nThe foregoing descriptions\nof the A&R Merger Agreement, the AIR Stockholder Support Agreement, the Tenax Member Support Agreement, the Redemption Rights Agreement,\nthe Lock-Up Agreements and the Registration Rights Agreement do not purport to be complete and are subject to, and qualified in each case\nin its entirety by reference to, the full text of the A&R Merger Agreement and the Transaction Documents that are exhibits thereto,\nwhich is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nThe A&R Merger Agreement\nand the Transaction Documents that are exhibits thereto and the above descriptions have been included to provide investors and security\nholders with information regarding the terms of the Transactions. They are not intended to provide any other factual information about\nAIR or Tenax. The representations, warranties and covenants contained in each of the Transaction Documents were and will be made only\nfor purposes of that agreement and as of the dates specified therein, were and will be made solely for the benefit of the parties to such\nTransaction Documents and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures\nmade by each contracting party to the other for the purposes of allocating contractual risk between them, and may be subject to standards\nof materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries\nunder any of the Transaction Documents and should be aware that the representations, warranties and covenants or any description thereof\nmay not reflect the actual state of facts or condition of AIR, Merger Sub and Tenax. Moreover, information concerning the subject matter\nof the representations, warranties and covenants may change after the date of each of the Transaction Documents. Further, investors should\nread the Transaction Documents not in isolation, but only in conjunction with the other information that AIR includes in reports, statements\nand other filings it makes with the SEC."}