{"url_path":"/sec/airi/8-k/2026-07-09/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits**","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":822,"has_tables":true,"body_markdown":"** **\n\n**Item 9.01 -\nFinancial Statements and Exhibits**\n\n \n\n(d) Exhibits\n\n \n\n**Exhibit No.**\n \n**Description**\n\n \n \n\n2.1\n \n[Amended and Restated Agreement and Plan of Merger, by and among Air Industries Group, a Nevada corporation (“AIR”), Tenax Aerospace Acquisition, LLC, a Delaware limited liability company, and Transitory Air Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of AIR.](ea029746201ex2-1.htm)\n\n \n \n\n99.1\n \n[Press Release of Air Industries Group dated July 9, 2026.](ea029746201ex99-1.htm)\n\n \n \n \n\n104\n \nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n4\n\n** **\n\n**No Offer or Solicitation**\n\n \n\nThis report is not intended\nto, and does not constitute or form part of, an offer, invitation or the solicitation of an offer or an invitation to purchase, otherwise\nacquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant\nto the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention\nof applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of\nthe Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.\n\n** **\n\n**Cautionary Statement Regarding Forward-Looking\nStatements**\n\n \n\nThis document includes\nforward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which are made\npursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements may reflect\nAIR’s expectations, beliefs, hopes, intentions or strategies regarding, among other things, the Transactions between AIR and Tenax,\nthe expected timetable for completing the Transactions, the benefits and synergies of the Transactions and future opportunities for the\ncombined company, as well as other statements that are other than historical fact, including, without limitation, statements concerning\nfuture financial performance, future debt and financing levels, investment objectives, implications of litigation and regulatory investigations\nand other management plans for future operations and performance. Words such as “anticipate(s)”, “expect(s)”,\n“intend(s)”, “plan(s)”, “target(s)”, “project(s)”, “believe(s)”, “will”,\n“aim”, “would”, “seek(s)”, “estimate(s)” and similar expressions are intended to identify\nsuch forward-looking statements.\n\n \n\nForward-looking statements\nare based on management’s current expectations, projections, estimates, assumptions and beliefs and are subject to a number of known\nand unknown risks, uncertainties and other factors that could lead to actual results materially different from those described in the\nforward-looking statements. AIR can give no assurance that its expectations will be attained. AIR’s actual results, liquidity and\nfinancial condition may differ from the anticipated results, liquidity and financial condition indicated in these forward-looking statements.\nAIR cautions readers that any such statements are based on currently available operational, financial and competitive information, and\nthey should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date\non which they were made. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties,\nand there are certain important factors that could cause AIR’s actual results to differ, possibly materially, from expectations\nor estimates reflected in such forward-looking statements, including, but without limitation:\n\n \n\n \n●\nthe parties’ ability to consummate the Transactions and to meet expectations regarding the timing and completion thereof;\n\n \n\n \n●\nthe satisfaction or waiver of the conditions to the completion of the Transactions, including the receipt of all required regulatory approvals or clearances in a timely manner and on terms acceptable to AIR;\n\n \n\n \n●\nthe risk that the parties may be unable to achieve the expected strategic, financial and other benefits of the Transactions within the expected time-frames or at all;\n\n \n\n \n●\nthe risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected;\n\n \n\n \n●\nthe risk that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the Transactions;\n\n  \n\n \n●\nthe risk that AIR will not obtain the required AIR Stockholder Approvals; and\n\n  \n\n \n●\ngeneral economic and market conditions.\n\n \n\nThese and other risks\nand uncertainties are more fully discussed in the risk factors identified in “Item 1A. Risk Factors” in Part I of AIR’s\nmost recently filed Annual Report on Form 10-K, and as may be identified in AIR’s Quarterly Reports on Form 10-Q and Current Reports\non Form 8-K. Except to the extent required by law, AIR expressly disclaims any obligation to release publicly any updates or revisions\nto any forward-looking statements contained herein to reflect any change in AIR’s expectations with regard thereto or change in\nevents, conditions or circumstances on which any statement is based.\n\n \n\n5\n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the\nundersigned hereunto duly authorized.\n\n \n\n \n**AIR INDUSTRIES GROUP**\n\n \n \n \n\nDate: July 9, 2026\nBy:\n/s/ Scott Glassman\n\n \n \nScott Glassman\n\n \n \n\nActing Chief Executive Officer And President\n\n \n\n \n\n6"}