As filed with the Securities and Exchange Commission on June 29, 2017
Registration No. 333-217582
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AIR INDUSTRIES GROUP
(Exact name of registrant as specified in its charter)
|
Nevada
|
80-0948413
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
3728
(Primary Standard Industrial Classification Code Number)
360 Motor Parkway, Suite
100 Hauppauge, New York
11788 (631) 881-4920
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Peter D. Rettaliata
Acting President and Chief Executive Officer
Air Industries Group
360 Motor Parkway, Suite 100
Hauppauge, New York 11788
(631) 881-4920
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
|
Vincent J. McGill, Esq.
Eaton & Van Winkle LLP 3 Park Avenue, 16th Floor New York, New York 10016 (212) 561-3604 |
Jonathan J. Russo, Esq.
Matthew J. Kane, Esq. Alexandra F. Calcado, Esq. Pillsbury Winthrop Shaw Pittman LLP 1540 Broadway New York, New York 10036 (212) 858-1528 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.
Explanatory Note
This amendment is being filed to amend Exhibit 23.2 to Amendment No. 3 to this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Hauppauge, New York, on this 29th day of June, 2017.
|
|
AIR INDUSTRIES GROUP
|
|
|
|
|
|
|
|
By:
|
/s/ Peter D. Rettaliata
|
|
|
|
Peter D. Rettaliata
|
|
|
|
Acting President and Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
|
|
By:
|
/s/ Michael Recca
|
|
|
|
Michael Recca
|
|
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
In accordance with the requirements of the Securities Act of 1933, as amended, this amendment to this Registration Statement on Form S-1 was signed by the following persons on June 29, 2017 in the capacities indicated.
|
Signature
|
Capacity
|
|
|
|
|
/s/ Peter D. Rettaliata
|
Acting President, CEO and a Director
|
|
Peter D. Rettaliata
|
|
|
|
|
|
/s/ Michael Recca
|
Chief Financial Officer
|
|
Michael Recca
|
|
|
|
|
|
*
|
Chairman of the Board
|
|
Michael N. Taglich
|
|
|
|
|
|
*
|
Director
|
|
Seymour G. Siegel
|
|
|
|
|
|
*
|
Director
|
|
Robert F. Taglich
|
|
|
|
|
|
*
|
Director
|
|
David J. Buonanno
|
|
|
|
|
|
*
|
Director
|
|
Robert Schroeder
|
|
|
|
|
|
*
|
Director
|
|
Michael Brand
|
|
* By: /s/ Michael E. Recca
Michael E. Recca, Attorney-in fact
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in Amendment No. 3 to this Registration Statement on Form S-1 of our report dated April 19, 2017, on our audits of the consolidated financial statements of Air Industries Group for the years ended December 31, 2016 and 2015, which is included in this Prospectus constituting part of this registration statement. We also consent to the reference to our firm under the caption “Experts” in the Prospectus.
Rotenberg Meril Solomon Bertiger & Guttilla,
P.C.
Certified Public Accountants
Saddle Brook NJ
June 29, 2017