SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modification to Rights of Security Holders.
On October 4, 2022, we, Air Industries Group, announced a reverse stock split (the “Reverse Stock Split”) of our authorized, issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of 1-for-10. We anticipate that the Reverse Stock Split will be effective at 12:01 a.m., Eastern Time, on October 18, 2022 and that our common stock will begin trading on a split-adjusted basis when the market opens on October 18, 2022. A copy of the press release is filed herewith as Exhibit 99.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Reverse Split
On September 8, 2022, our Board of Directors approved a Reverse Stock Split of our authorized, issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of one (1) share of common stock for every ten (10) shares of common stock. Pursuant to the laws of the State of Nevada, the state in which Air Industries Group is incorporated, our Board of Directors has the authority to effect a reverse stock split without shareholder approval if the number of authorized shares of common stock and the number of outstanding shares of common stock are proportionally reduced. In approving the reverse stock split the Board also determined that the number of shares of common stock we are authorized to issue and the number of outstanding shares of common stock would be proportionally reduced. There will be no change in the number of shares of preferred stock, par value $0.001 per share we are authorized to issue. We will file a certificate of change to our articles of incorporation, as amended, with the Secretary of State of Nevada to effect the Reverse Stock Split.
Treatment of Fractional Shares
As a result of the Reverse Stock Split, each ten (10) pre-split shares of common stock outstanding will automatically combine into one (1) new share of common stock without any action on the part of the holders, and the number of outstanding shares common stock will be reduced from 32,324,670 shares to 3,232,467 shares (subject to rounding of fractional shares).
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company’s common stock not evenly divisible by 10, will, in lieu of a fractional share, be entitled to have the number of shares rounded up to the nearest whole share. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split.
Trading Symbol; New CUSIP
After the Reverse Stock Split, the trading symbol for the Company’s common stock will continue to be “AIRI.” The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 00912N 403.
Item 7.01 Regulation FD Disclosure.
On October 4, 2022, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Text of press release dated October 4, 2022, issued by Air Industries Group. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: October 4, 2022
| AIR INDUSTRIES GROUP | ||
| By: | /s/ Michael Recca | |
| Michael Recca | ||
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Exhibit 99.1
October 4, 2022 Eastern Daylight Time
Air Industries Group Announces 1-for 10 Reverse Stock Split
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 a reverse stock split of its issued and outstanding common stock, par value $0.001 per share, at a ratio of one (1) share of common stock for every ten (10) shares of common stock, effective as of 12:01 a.m. (Eastern Time) on October 18, 2022 (the “Effective Date”).
While the Company noted that forward and reverse stock splits do not change the actual ownership percentages nor have a net effect on the usual valuation yardsticks used by investors, the Air Industries Board of Directors hopes the resulting nominal increase in the price of the shares may have the effect of broadening the base of potential investors. The Company noted that it has not received any notice or indication from the NYSE American, the exchange on which its common stock is currently listed, which would necessitate a reverse stock split.
The Company’s common stock will begin trading on a split-adjusted basis when the market opens on October 18, 2022. The reverse stock split was authorized by the Company’s Board of Directors on September 8, 2022. Pursuant to the laws of the State of Nevada, the Company’s state of incorporation, the Company’s Board of Directors has the authority to effect a reverse stock split without shareholder approval if the number of authorized shares of common stock and the number of outstanding shares of common stock are proportionally reduced. The Company will file a certificate of change to its articles of incorporation, as amended, with the Secretary of State of Nevada to effect the reverse stock split.
As a result of the reverse split, each ten (10) pre-split shares of common stock outstanding will automatically combine into one (1) new share of common stock without any action on the part of the holders, and the number of outstanding common shares will be reduced from 32,324,670 shares to 3,232,467 shares.
No fractional shares will be issued as a result of the reverse stock split. Shareholders who otherwise would be entitled to a fractional share because they hold a number of shares not evenly divisible by the 1 (one) for ten (10) reverse split ratio, will automatically be entitled to receive an additional fractional share of the Company’s common stock to round up to the next whole share.
The Company’s transfer agent, Broadridge Corporate Issuer Solutions, Inc., which is also acting as the exchange agent for the reverse split, will send instructions to stockholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take action to effect the exchange of their shares.
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, 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