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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 15, 2022

 

AIR INDUSTRIES GROUP

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   001-35927   80-0948413
State of Incorporation   Commission File Number   IRS Employer I.D. Number

 

1460 Fifth Avenue, Bay Shore, New York 11706

(Address of Principal Executive Offices)

 

Registrant’s telephone number: (631) 968-5000

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001   AIRI   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 7.01 Regulation FD Disclosure

 

On September 15, 2022, we, Air Industries Group, issued a press release announcing that we had been awarded a Long-Term Agreement (LTA) to manufacture flight-critical components for Blackhawk helicopters and an order from General Electric for jet engine components with a combined value of $5.0 million.

 

Our subsidiary, Air Industries Machining, was awarded a five-year Long-Term Agreement to manufacture flight-critical assemblies for the Blackhawk helicopter with an estimated value of $2.2 million.

 

Our subsidiary, Sterling Engineering, received a new order worth $2.8 million for components to be used on the F404 jet engine.

 

The information in this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by Air Industries under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Text of press release dated September 15, 2022, issued by Air Industries Group.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 15, 2022

 

  AIR INDUSTRIES GROUP
     
  By: /s/ Michael Recca
    Michael Recca

 

 

2

 

Exhibit 99.1

 

 

September 15, 2022 8:30 AM ET

 

Air Industries Group Wins Long-Term Agreement for Flight- Critical Components for Blackhawk Helicopters and Order from General Electric for Jet Engine Components,

with a Combined Value of $5.0 Million

 

Bay Shore, N.Y.--(BUSINESS WIRE)--Air Industries Group (NYSE American: AIRI), an integrated Tier 1 manufacturer of precision assemblies and components for mission-critical aerospace and defense applications, and a prime contractor to the U.S. Department of Defense, today announced that it has won two important contracts with a combined total value of $5.0 million.

 

The Company’s Air Industries Machining Corp. (AIM) subsidiary has been awarded a five-year Long-Term Agreement (LTA) to manufacture flight-critical assemblies for the Blackhawk helicopter, with an estimated value of $2.2 million. AIM has manufactured this product for many years. The new LTA extends until December 31, 2027, replacing an existing LTA expiring at 2022 year-end.

 

Air Industries also said its Sterling Engineering subsidiary has received a new order worth $2.8 million for engine components to be used on the F404 jet engine. This engine, which powers frontline fighters and trainers around the world, has been in production for many years and is being used in the new Boeing-Saab T-7A Red Hawk advanced jet training aircraft.

 

Mr. Lou Melluzzo, CEO of Air Industries, commented: “We are pleased to announce the extension of Air Industries Machining’s longstanding LTA to manufacture assemblies for the Blackhawk helicopter, as well as a new award for Sterling Engineering to supply components for the F404 engine. These contracts from long-established customers clearly demonstrate the strength of Air Industries’ existing relationships, which are the foundation of our business.”

 

ABOUT AIR INDUSTRIES GROUP

 

Air Industries Group (NYSE American: AIRI) is an integrated manufacturer of precision assemblies and components for leading aerospace and defense prime contractors and original equipment manufacturers. The Company is a Tier 1 supplier to aircraft Original Equipment Manufacturers, a Tier 2 subcontractor to major Tier 1 manufacturers, and a Prime Contractor to the U.S. Department of Defense, and is highly regarded for its expertise in designing and manufacturing parts and assemblies that are vital for flight safety and performance.

 

Additional information about the Company can be found in its filings with the SEC.

 

Forward Looking Statements

 

Certain matters discussed in this press release are ‘forward-looking statements’ intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. In particular, the Company’s statements regarding trends in the marketplace, future revenues, earnings and Adjusted EBITDA, the ability to realize firm backlog and projected backlog, cost cutting measures, potential future results and acquisitions, are examples of such forward-looking statements. The forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the timing of projects due to variability in size, scope and duration, the inherent discrepancy in actual results from estimates, projections and forecasts made by management, regulatory delays, changes in government funding and budgets, and other factors, including general economic conditions, not within the Company’s control. The factors discussed herein and expressed from time to time in the Company’s filings with the Securities and Exchange Commission could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

 

Contact Information

 

Air Industries Group

Investor Relations

Michael Recca - CFO

631.328.7079

ir@airindustriesgroup.com