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 5, 2017
AIR INDUSTRIES GROUP
___________________
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-35927 | 80-0948413 |
| State of | Commission | IRS Employer |
| Incorporation | File Number | I.D. Number |
360 Motor Parkway, Suite 100, Hauppauge, NY 11788
(Address of Principal Executive Offices)
Registrant's telephone number: (631) 881-4920
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 3.01. Notice of Failure to Satisfy a Continued Listing Rule or Standard.
On September 5, 2017, Air Industries Group (the “Company”) received a letter from NYSE Regulation (the “NYSE Letter”) indicating that the NYSE MKT LLC (the “NYSE MKT”) had concluded that the Company failed to provide timely notification to the NYSE MKT of the record date for the Company’s upcoming annual meeting of stockholders at least ten days prior to such record date as required by NYSE MKT Company Guide Section 703. The NYSE Letter was issued pursuant to Sections 703 and 1009 of the NYSE MKT Company Guide. The Company is required to provide disclosure of receipt of a letter of this nature under Item 3.01 of Form 8-K and disclose its receipt in a press release pursuant to Section 401(j) of the NYSE MKT Company Guide .
The Company confirms August 10, 2017 as the record date for the right to vote at its upcoming annual meeting of stockholders to be held on October 3, 2017.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | List of Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated September 8, 2017, announcing the receipt of a letter from the NYSE MKT LLC. |
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 8, 2017
| AIR INDUSTRIES GROUP | |||
| By: | /s/ Michael Recca | ||
| Michael Recca | |||
| Chief Financial Officer | |||
September 8, 2017 – 5:00 PM
Air Industries Group Receives Letter From NYSE AMERICAN Regarding Timely Notice of Record Date for 2017 Annual Meeting
Hauppauge, NY -- (Globe Newswire – September 8, 2017 – Air Industries Group (NYSE MKT: AIRI)
Air Industries Group (“Air Industries” or the “Company”), an integrated manufacturer of precision equipment assemblies and components for leading aerospace and defense prime contractors, received a letter from NYSE Regulation regarding its failure to notify NYSE American LLC of the "record date" for the Company’s 2017 Annual Stockholders' Meeting. The Company previously set August 10, 2017, as the record date for its 2017 Annual Meeting, meaning that only stockholders as of the close of business on August 10, 2017 are entitled to vote their respective shares at the Company's Annual Meeting to be held on October 3, 2017.
A company listed on the NYSE American LLC is required to provide the Exchange with notice of the record date for its Annual Stockholders' meeting at least 10 days prior to the record date. Air Industries failed to provide the requisite notice of the record date to the Exchange. As a result, it received a letter from NYSE Regulation on September 5, 2017, advising the Company that it did not comply with Section 703 of the NYSE American Company Guide.
Concurrently with the issuance of this press release, the Company is filing a Report on Form 8-K with the Securities and Exchange Commission related to this matter. The Company confirms August 10, 2017 as the record date for its upcoming Annual Meeting of Stockholders, which will be held on October 3, 2017. The Company filed its proxy statement in connection with the 2017 Annual Meeting and the proxy statement and annual report materials have been mailed to its stockholders. Any stockholder which has not received the materials should contact the Company which will arrange for their delivery.
ABOUT AIR INDUSTRIES GROUP
Air Industries Group (AIRI) is an integrated manufacturer of precision equipment assemblies and components for leading aerospace and defense prime contractors. Air Industries operates in three segments: Complex Machining of aircraft landing gear and flight controls, Aerostructures & Electronics, and Turbine & Engine products.
Contact Information
Air Industries Group
631.881.4913
ir@airindustriesgroup.com