UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form SD
SPECIALIZED DISCLOSURE REPORT
Air Industries Group
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-35927 | 80-0948413 | ||
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer | ||
| Incorporation) | Identification Number) |
| 1460 Fifth Avenue, Bay Shore New York 11706 |
| (Address of Principal Executive Offices) |
| Michael Recca, Chief Financial Officer | (631) 968-5000 | |
| (Name and telephone number, including area code, of the person to contact in connection with this report.) | ||
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
| ☒ | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2022. |
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
We have determined that certain products that we manufacture or have manufactured for us contain, or may contain, Conflict Minerals (as defined in Item 1.01(d)(3) of Form SD). Based on procedures undertaken in 2022 and in prior years, and our reliance upon predominately the same suppliers for raw materials and representations they have made to us, we have no reason to believe that for the period from January 1 to December 31, 2022, our products subject to inquiry pursuant to Rule 13p-1 contained Conflict Minerals that originated in the Democratic Republic of the Congo or an adjoining country (the “Covered Countries”). Nevertheless, as we rely primarily upon information from our suppliers and, in turn, their suppliers, to determine the country of origin of raw materials utilized in our products, and to comply with applicable laws and regulations as to the use of Conflict Minerals, we cannot state definitively that Conflict Minerals originating in the Covered Countries have not been incorporated in some of our products without our knowledge.
Despite our belief that the Conflict Minerals used in our products do not originate in Covered Countries, because we do not possess sufficient information from our suppliers to determine the country of origin or likely country of origin of all of the Conflict Minerals used in our products during the period from January 1, 2022, to December 31, 2022, a copy of Our Conflict Minerals Report for that reporting period is annexed hereto as Exhibit 1.01.
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 duly authorized undersigned.
Air Industries Group
| By: | /s/ Michael Recca | |
| Michael Recca | ||
| Chief Financial Officer | ||
| May 30, 2023 |
2
Exhibit 1.01
Air Industries Group
Conflict Minerals Report
For The Year Ended December 31, 2022
This report for the year ended December 31, 2022 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the Rule). In connection with its required Reasonable Country of Origin Inquiry (RCOI), Air Industries Group examined supply chain responses received from certain of its suppliers shortly after the time of the adoption of the Rule. The Rule was adopted by the Securities and Exchange Commission (SEC) to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals which are necessary to the functionality or production of their products. Conflict Minerals are defined as cassiterite, columbite-tantalite, gold, wolframite, and certain of their derivatives, specifically tin, tantalum, tungsten, and gold (3TG). Certain of the products manufactured by or at the direction of subsidiaries of Air Industries Group contain conflict minerals.
If a registrant has reason to believe that the conflict minerals used in its products may have originated in the Democratic Republic of the Congo or an adjoining country (the Covered Countries), or from recycled and scrap sources, or if they are unable to determine the country of origin of those conflict minerals, then it must exercise due diligence on the conflict minerals’ source of supply and chain of custody. Each registrant must annually submit a report, Conflict Minerals Report (CMR), to the SEC that includes a description of those due diligence measures.
This report is not audited as the Rule provides the report need not be subjected to an independent private sector audit.
1. Company Overview
This report has been prepared by management of Air Industries Group (“Air Industries,” the “Company,” “we,” “us,” or “our”). The information includes the activities of all subsidiaries that are required to be consolidated.
2. Products Overview
Pursuant to the directions of its customers, Air Industries designs and manufactures aerospace components, principally structural parts and assemblies that focus on flight safety, including landing gear, arresting gear, engine mounts, flight controls, throttle quadrants and other components. Air Industries uses a variety of metals in its products, certain of which contain conflict minerals. Nevertheless, for the purposes of this assessment we chose to make inquiries of all of our suppliers rather than only those that supply materials used in those products that contain conflict minerals.
3. Supply Chain Overview
To determine the origin of conflict minerals used in its products we relied upon our suppliers to provide information on the origin of the conflict minerals and materials that contain conflict minerals supplied to us, including sources supplied to them from sub-tier suppliers. We integrated sourcing of minerals requirements into our Conflict Minerals Policy and advised our suppliers of our policy. Our suppliers are expected to provide sourcing information regarding materials containing conflict minerals to us per our Conflict Minerals Policy.
We reached out to our suppliers principally through questionnaires designed to educate our suppliers regarding the relevant, emerging SEC requirements and our expectations. We adopted the standard Conflict Minerals reporting templates established by the Conflict-Free Sourcing Initiative (CFSI).
4. Reasonable Country of Origin Inquiry (RCOI) and RCOI conclusion:
As noted above, various products that we manufacture are subject to the reporting obligations of Rule 13p-1.
Based upon the responses we received to the country of origin inquiry we conducted, the fact that we continue to rely principally on the same suppliers for our raw materials and that much of the raw materials we use is in fact sourced by our customers, we have concluded that our supply chain currently remains “DRC conflict undeterminable”. We reached this conclusion because we have been unable to determine the origin of all of the materials containing conflict minerals used in our manufacturing processes.
5. Conflict Minerals Policy
Air Industries
Conflict Minerals Policy
It is the policy of Air Industries to not directly or indirectly engage in business with any supplier which has been identified as an entity likely to be sourcing Conflict Minerals from any party in the Conflict Region. This policy reflects the ongoing commitment of Air Industries to comply with legal, customer, and industry requirements. Air Industries is committed to sourcing materials and products from suppliers that share our values with respect to human rights, environmental responsibility, and ethics, and it is our goal to only source such materials and products that are deemed “conflict free.” There has been increased awareness regarding the human rights violations in the mining of certain minerals from an area known as the “Conflict Region”; the Democratic Republic of the Congo (DRC) and surrounding countries. Through the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, publically traded companies have been chartered to practice reasonable due diligence with their supply chain to determine if “conflict minerals” used in their products are being sourced from mines controlled by non-government or unlawful military groups within the Conflict Region. The definition of “Conflict Minerals” refers to tin, tantalum, tungsten and gold (3TG).
Tracing materials back to their mine of origin is a complex endeavor but an important aspect of responsible sourcing. Air Industries will look to industry guidelines to help establish programs that will enable it to source conflict-free minerals. In the second year in which an effort is being made to eliminate the utilization of Conflict Minerals, Air Industries adopted the standard Conflict Minerals reporting templates established by the Conflict-Free Sourcing Initiative (CFSI) and launched our conflict minerals due diligence communication survey to our suppliers to support the objectives of the U.S. regulations on the supply of “Conflict Minerals”.
As we move to further develop our due diligence program following the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and encourage our suppliers to do likewise with their suppliers, we intend to enhance supplier communication to improve due diligence data accuracy and completion, and look to third party reports to determine which suppliers have been determined to be conflict free and which have been unable to verify the source of their conflict minerals and then avoid doing business with those suppliers which have not been determined to be conflict free by reliable sources.