View:
Download DOC
Download PDF
Download XLS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )1

Air Industries Group

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

00912N205

(CUSIP Number)

DAVID S. RICHMONd

richmond brothers, Inc.

3568 Wildwood Avenue

Jackson, Michigan 49202

(517) 435-4040

 

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

July 7, 2017

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP NO. 00912N205

  1   NAME OF REPORTING PERSON  
         
        Richmond Brothers, Inc.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        MICHIGAN  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,183,258*  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,183,258*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        15.8%*  
  14   TYPE OF REPORTING PERSON  
         
        IA, CO  

  

 

* Includes 312,000 Shares issuable upon the exercise of warrants.

2

CUSIP NO. 00912N205

  1   NAME OF REPORTING PERSON  
         
        RBI Private Investment II, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         15,333  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          15,333  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        15,333  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

3

CUSIP NO. 00912N205

 

  1   NAME OF REPORTING PERSON  
         
        RBI PI Manager, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         15,333  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          15,333  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        15,333  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP NO. 00912N205

 

  1   NAME OF REPORTING PERSON  
         
        Richmond Brothers 401(k) Profit Sharing Plan  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        MICHIGAN  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         63,414  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          63,414  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        63,414  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        EP  

  

5

CUSIP NO. 00912N205

 

  1   NAME OF REPORTING PERSON  
         
        David S. Richmond  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         15,333  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         63,414  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          15,333  
    10   SHARED DISPOSITIVE POWER  
           
          4,246,672*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,262,005*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        16.1%*  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

 

* Includes 312,000 Shares issuable upon the exercise of warrants.

6

CUSIP NO. 00912N205

 

  1   NAME OF REPORTING PERSON  
         
        Matthew J. Curfman  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         63,414  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0  
    10   SHARED DISPOSITIVE POWER  
           
          4,246,672*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,246,672*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        16.0%*  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

 

* Includes 312,000 Shares issuable upon the exercise of warrants.

7

CUSIP NO. 00912N205

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”). The Reporting Persons (as defined below) are passive investors in the Issuer (as defined below) and are filing the Schedule 13D as a result of previously acquiring over 20% of the outstanding Shares (as defined below) of the Issuer, which ownership percentage has since decreased as a result of an increase in the number of outstanding Shares of the Issuer.

Item 1.Security and Issuer.

This statement relates to the common stock, $0.001 par value per share (the “Shares”), of Air Industries Group, a Nevada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 360 Motor Parkway, Suite 100, Hauppauge, New York 11788.

Item 2.Identity and Background.

(a)       This statement is filed by:

(i)Richmond Brothers, Inc., a Michigan corporation (“Richmond Brothers”), which serves as the investment advisor to certain managed accounts (the “Separately Managed Accounts”);
(ii)RBI Private Investment II, LLC, a Delaware limited liability company (“RBI PII”);
(iii)RBI PI Manager, LLC, a Delaware limited liability company (“RBI Manager”), which serves as the manager of RBI PII;
(iv)Richmond Brothers 401(k) Profit Sharing Plan, an employee benefit plan organized under the laws of Michigan (the “RBI Plan”);
(v)David S. Richmond, who serves as Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan; and
(vi)Matthew J. Curfman, who serves as President of Richmond Brothers and a trustee of the RBI Plan.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of the Reporting Persons is 3568 Wildwood Avenue, Jackson, Michigan 49202.

(c)       The principal business of Richmond Brothers is serving as a registered investment advisor and the investment advisor to the Separately Managed Accounts. The principal business of RBI PII is investing in securities. The principal business of RBI Manager is serving as the manager of RBI PII. The principal business of the RBI Plan is investing in securities. The principal occupation of Mr. Richmond is serving as Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan. The principal occupation of Mr. Curfman is serving as President of Richmond Brothers and a trustee of the RBI Plan.

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

8

CUSIP NO. 00912N205

(e)       No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Richmond and Curfman are citizens of the United States of America.

Item 3.Source and Amount of Funds or Other Consideration.

The securities of the Issuer held in the Separately Managed Accounts and purchased by each of RBI PII and the RBI Plan were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,871,258 Shares held by the Separately Managed Accounts is approximately $5,487,764, excluding brokerage commissions. The aggregate purchase price of the 15,333 Shares owned directly by RBI PII is approximately $22,766, excluding brokerage commissions. The aggregate purchase price of the 63,414 Shares owned directly by the RBI Plan is approximately $102,261, excluding brokerage commissions.

On December 5, 2017, the Separately Managed Accounts received warrants exercisable into 312,000 Shares from the Issuer for participating in a private placement offering to accredited investors. Such warrants have an exercise price of $1.50 per Share and will expire on November 30, 2022.

Item 4.Purpose of Transaction.

The Reporting Persons are passive investors in the Issuer and are filing the Schedule 13D as a result of previously acquiring over 20% of the outstanding Shares of the Issuer (which ownership percentage has since decreased as a result of an increase in the number of outstanding Shares). The Reporting Persons have not acquired the Shares with a purpose or effect of changing or influencing control of the Issuer and no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons may acquire or dispose of Shares in the future.

Item 5.Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 26,205,341 Shares outstanding as of May 10, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2018.

A.Richmond Brothers
(a)

As of the date hereof, 4,183,258 Shares were beneficially owned by the Separately Managed Accounts, including 312,000 Shares issuable upon the exercise of warrants. As the investment advisor to the Separately Managed Accounts, Richmond Brothers may be deemed the beneficial owner of the 4,183,258 Shares beneficially owned by the Separately Managed Accounts.

Percentage: Approximately 15.8%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,183,258
4. Shared power to dispose or direct the disposition: 0

 

9

CUSIP NO. 00912N205

 

(c)

The transactions in the securities of the Issuer through the Separately Managed Accounts by Richmond Brothers during the past sixty days are set forth in Schedule A and are incorporated herein by reference. Except as otherwise set forth in Schedule A, such transactions were effected in the open market.

B.RBI PII
(a)

As of the date hereof, RBI PII beneficially owned 15,333 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 15,333
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 15,333
4. Shared power to dispose or direct the disposition: 0

 

(c)

The transactions in the securities of the Issuer by RBI PII during the past sixty days are set forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market.

C.RBI Manager
(a)As the manager of RBI PII, RBI Manager may be deemed the beneficial owner of the 15,333 Shares owned by RBI PII.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 15,333
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 15,333
4. Shared power to dispose or direct the disposition: 0

 

(c)RBI Manager has not entered into any transactions in the securities of the Issuer during the past sixty days.
D.RBI Plan
(a)

As of the date hereof, the RBI Plan beneficially owned 63,414 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 63,414
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 63,414
4. Shared power to dispose or direct the disposition: 0

 

(c)

The transactions in the securities of the Issuer by the RBI Plan during the past sixty days are set forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market.

10

CUSIP NO. 00912N205

 

E.Mr. Richmond
(a)As the Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan, Mr. Richmond may be deemed the beneficial owner of the (i) 4,183,258 Shares beneficially owned by the Separately Managed Accounts, (ii) 15,333 Shares owned by RBI PII and (iii) 63,414 Shares owned by the RBI Plan.

Percentage: Approximately 16.1%

(b)1. Sole power to vote or direct vote: 15,333
2. Shared power to vote or direct vote: 63,414
3. Sole power to dispose or direct the disposition: 15,333
4. Shared power to dispose or direct the disposition: 4,246,672

 

(c)Mr. Richmond has not entered into any transactions in the securities of the Issuer during the past sixty days.
F.Mr. Curfman
(a)As the President of Richmond Brothers and a trustee of the RBI Plan, Mr. Curfman may be deemed the beneficial owner of the (i) 4,183,258 Shares beneficially owned by the Separately Managed Accounts and (ii) 63,414 Shares owned by the RBI Plan.

Percentage: Approximately 16.0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 63,414
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,246,672

 

(c)Mr. Curfman has not entered into any transactions in the securities of the Issuer during the past sixty days.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein that he or it does not directly own.

(d)Other than the clients of the Separately Managed Accounts for which Richmond Brothers acts as the investment advisor, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities of the Issuer.
(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On June 25, 2018 the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

11

CUSIP NO. 00912N205

On December 5, 2017, the Separately Managed Accounts received warrants exercisable into 312,000 Shares from the Issuer for participating in a private placement offering to accredited investors. Such warrants have an exercise price of $1.50 per Share and will expire on November 30, 2022.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Joint Filing Agreement, dated June 25, 2018.

12

CUSIP NO. 00912N205

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 25, 2018

 

  Richmond Brothers, Inc.
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Chairman

 

 

  RBI Private Investment II, LLC
   
  By: RBI PI Manager, LLC
    Manager
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Manager

 

 

  By: RBI PI Manager, LLC
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Manager

 

 

  By: Richmond Brothers 401(k) Profit Sharing Plan
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Trustee

 

 

 

/s/ David S. Richmond

  David S. Richmond

  

 

 

/s/ Matthew J. Curfman

  Matthew J. Curfman

 

13

CUSIP NO. 00912N205

 

SCHEDULE A

 

Transactions in the Securities of the Issuer During the Past Sixty Days

 

Nature of Transaction

 

Securities

Purchased/Sold

 Price per Share ($)

 

 

Date of Purchase/Sale

 

Richmond Brothers, Inc.
(Through the Separately Managed Accounts)

Purchase of Common Stock1 1,996,557 1.5000 07/07/2017

Purchase of Common Stock 3,348 1.4994 07/10/2017
Purchase of Common Stock 3,378 1.4917 07/11/2017
Purchase of Common Stock 6,497 1.5358 07/11/2017
Purchase of Common Stock 3,378 1.4899 07/11/2017
Purchase of Common Stock 2,703 1.4709 07/13/2017
Purchase of Common Stock 1,990 1.4926 07/13/2017
Purchase of Common Stock 1,351 1.4854 07/13/2017
Purchase of Common Stock 50 1.4000 07/19/2017
Purchase of Common Stock 4,800 1.3600 07/19/2017
Purchase of Common Stock 2,600 1.3400 07/19/2017
Purchase of Common Stock 2,067 1.3500 07/19/2017
Purchase of Common Stock 8,071 1.4400 07/19/2017
Purchase of Common Stock 280 1.4300 07/19/2017
Purchase of Common Stock 370 1.4200 07/19/2017
Purchase of Common Stock 6,666 1.3990 07/20/2017
Purchase of Common Stock 1,181 1.4778 07/25/2017
Purchase of Common Stock 3,676 1.4269 07/27/2017
Purchase of Common Stock 7,143 1.4140 07/27/2017
Purchase of Common Stock 1,379 1.4595 07/27/2017
Purchase of Common Stock 3,472 1.4390 07/27/2017
Purchase of Common Stock 1,736 1.4369 07/28/2017
Purchase of Common Stock 1,392 1.4378 07/28/2017
Purchase of Common Stock 1,528 1.4207 07/28/2017
Purchase of Common Stock 1,449 1.3726 07/31/2017
Purchase of Common Stock 3,603 1.3890 08/01/2017
Purchase of Common Stock 3,731 1.3375 08/02/2017
Purchase of Common Stock 708 1.4069 08/03/2017
Purchase of Common Stock 581 1.3774 08/03/2017

Purchase of Common Stock 543 1.3774 08/03/2017
Purchase of Common Stock 3,731 1.3804 08/03/2017
Purchase of Common Stock 3,676 1.3779 08/04/2017
Purchase of Common Stock 33,200 1.3467 08/07/2017
Purchase of Common Stock 2,222 1.3511 08/07/2017
Purchase of Common Stock 2,174 1.3804 08/07/2017
Purchase of Common Stock 5,594 1.4167 08/08/2017
Purchase of Common Stock 30,000 1.4437 08/08/2017
Purchase of Common Stock 3,497 1.4690 08/08/2017
Purchase of Common Stock 2,124 1.4690 08/08/2017

 

 

1Acquired pursuant to the Issuer’s July 2017 underwritten public offering.

 

CUSIP NO. 00912N205

Purchase of Common Stock 6,993 1.4245 08/08/2017
Purchase of Common Stock 3,521 1.4468 08/09/2017
Purchase of Common Stock 3,650 1.3877 08/10/2017
Purchase of Common Stock 690 1.4600 08/10/2017
Purchase of Common Stock 24,138 1.4500 08/10/2017
Purchase of Common Stock 651 1.4578 08/10/2017
Purchase of Common Stock 3,430 1.4555 08/10/2017
Purchase of Common Stock 1,389 1.4381 08/15/2017
Purchase of Common Stock 3,759 1.3583 08/16/2017
Purchase of Common Stock 752 1.4212 08/17/2017
Purchase of Common Stock 1,493 1.4269 08/17/2017
Purchase of Common Stock 3,968 1.4313 08/17/2017
Purchase of Common Stock 3,968 1.2400 08/18/2017
Purchase of Common Stock 470 1.3340 08/23/2017
Purchase of Common Stock 2,239 1.3311 08/23/2017
Purchase of Common Stock 729 1.3790 08/23/2017
Purchase of Common Stock 2,143 1.3955 08/24/2017
Purchase of Common Stock 3,497 1.4268 08/24/2017
Purchase of Common Stock 7,246 1.3882 08/24/2017
Purchase of Common Stock 7,252 1.3833 08/24/2017
Purchase of Common Stock 7,092 1.4025 08/24/2017
Purchase of Common Stock 2,158 1.3926 08/24/2017
Purchase of Common Stock 5,714 1.3992 08/24/2017
Purchase of Common Stock 2,192 1.3691 08/24/2017
Purchase of Common Stock 3,623 1.3991 08/25/2017
Purchase of Common Stock 978 1.3979 08/25/2017
Purchase of Common Stock 3,571 1.4287 08/25/2017
Purchase of Common Stock 3,546 1.4207 08/28/2017
Purchase of Common Stock 1,439 1.3995 08/28/2017
Purchase of Common Stock 3,571 1.4166 08/28/2017
Purchase of Common Stock 735 1.3686 08/30/2017
Purchase of Common Stock 1,316 1.3605 08/30/2017
Purchase of Common Stock 3,648 1.4026 08/31/2017
Purchase of Common Stock 5,050 1.4054 08/31/2017
Purchase of Common Stock 704 1.4178 09/01/2017
Purchase of Common Stock 2,941 1.3769 09/05/2017
Purchase of Common Stock 3,704 1.3698 09/06/2017
Purchase of Common Stock 2,190 1.3865 09/07/2017
Purchase of Common Stock 3,542 1.4179 09/08/2017
Purchase of Common Stock 1,449 1.4099 09/11/2017
Purchase of Common Stock 2,778 1.4456 09/12/2017

Purchase of Common Stock 690 1.4461 09/12/2017
Purchase of Common Stock 3,497 1.4234 09/14/2017
Purchase of Common Stock 6,849 1.4362 09/14/2017
Purchase of Common Stock 194 1.4686 09/18/2017
Purchase of Common Stock 3,448 1.4661 09/18/2017
Purchase of Common Stock 2,041 1.4599 09/20/2017
Purchase of Common Stock 253 1.4795 09/20/2017
Purchase of Common Stock 238 1.4795 09/20/2017
Purchase of Common Stock 3,571 1.4362 09/21/2017
Purchase of Common Stock 2,878 1.3956 09/21/2017

 

 

CUSIP NO. 00912N205

Purchase of Common Stock 7,143 1.4005 09/21/2017
Purchase of Common Stock 715 1.3972 09/22/2017
Purchase of Common Stock 3,623 1.4270 09/25/2017
Purchase of Common Stock 3,514 1.4406 09/27/2017
Purchase of Common Stock 3,497 1.4222 09/28/2017
Purchase of Common Stock 3,494 1.4484 09/28/2017
Purchase of Common Stock 3,497 1.4261 09/28/2017
Purchase of Common Stock 2,071 1.4521 09/29/2017
Purchase of Common Stock 2,045 1.4661 09/29/2017
Purchase of Common Stock 279 1.4400 10/03/2017
Purchase of Common Stock 4,069 1.4742 10/03/2017
Purchase of Common Stock 3,448 1.4626 10/03/2017
Purchase of Common Stock 2,920 1.3778 10/04/2017
Purchase of Common Stock 2,243 1.3363 10/04/2017
Purchase of Common Stock 731 1.3790 10/05/2017
Purchase of Common Stock 2,221 1.3689 10/05/2017
Purchase of Common Stock 1,328 1.3972 10/05/2017
Purchase of Common Stock 1,253 1.3956 10/05/2017
Purchase of Common Stock 1,433 1.3999 10/06/2017
Purchase of Common Stock 1,418 1.4162 10/06/2017
Purchase of Common Stock 2,143 1.3977 10/06/2017
Purchase of Common Stock 3,571 1.4124 10/06/2017
Purchase of Common Stock 7,157 1.3952 10/10/2017
Purchase of Common Stock 2,513 1.3972 10/10/2017
Purchase of Common Stock 3,571 1.4110 10/10/2017
Purchase of Common Stock 3,544 1.4025 10/10/2017
Purchase of Common Stock 1,399 1.4472 10/10/2017
Purchase of Common Stock 1,900 1.4471 10/10/2017
Purchase of Common Stock 3,546 1.4306 10/11/2017
Purchase of Common Stock 3,518 1.4299 10/11/2017
Purchase of Common Stock 1,429 1.4072 10/11/2017
Purchase of Common Stock 3,497 1.4240 10/11/2017
Purchase of Common Stock 6,993 1.4300 10/11/2017
Purchase of Common Stock 1,486 1.4000 10/12/2017
Purchase of Common Stock 2,159 1.3932 10/13/2017
Purchase of Common Stock 2,941 1.3898 10/13/2017
Purchase of Common Stock 3,650 1.3785 10/16/2017
Purchase of Common Stock 1,460 1.3794 10/16/2017
Purchase of Common Stock 1,449 1.3882 10/16/2017
Purchase of Common Stock 7,194 1.3981 10/17/2017
Purchase of Common Stock 2,899 1.3949 10/17/2017

Purchase of Common Stock 3,549 1.4170 10/17/2017
Purchase of Common Stock 714 1.4189 10/18/2017
Purchase of Common Stock 3,552 1.4200 10/18/2017
Purchase of Common Stock 1,937 1.4299 10/18/2017
Purchase of Common Stock 705 1.4130 10/18/2017
Purchase of Common Stock 7,042 1.4622 10/20/2017
Purchase of Common Stock 14,456 1.3907 10/23/2017
Purchase of Common Stock 2,206 1.3599 10/25/2017
Purchase of Common Stock 1,471 1.3599 10/25/2017
Purchase of Common Stock 5,888 1.3599 10/25/2017

 

 

CUSIP NO. 00912N205

Purchase of Common Stock 1,471 1.3688 10/25/2017
Purchase of Common Stock 1,471 1.3587 10/25/2017
Purchase of Common Stock 7,502 1.3509 10/26/2017
Purchase of Common Stock 3,653 1.4200 10/26/2017
Purchase of Common Stock 3,704 1.3589 10/26/2017
Purchase of Common Stock 2,239 1.3514 10/26/2017
Purchase of Common Stock 1,493 1.3459 10/31/2017
Purchase of Common Stock 435 1.3450 10/31/2017
Purchase of Common Stock 429 1.3461 10/31/2017
Purchase of Common Stock 2,235 1.3490 10/31/2017
Purchase of Common Stock 5,303 1.3295 10/31/2017
Purchase of Common Stock 2,385 1.3324 10/31/2017
Purchase of Common Stock 1,503 1.3399 10/31/2017
Purchase of Common Stock 1,483 1.3423 10/31/2017
Purchase of Common Stock 3,731 1.3490 10/31/2017
Purchase of Common Stock 2,290 1.3124 11/01/2017
Purchase of Common Stock 752 1.3252 11/03/2017
Purchase of Common Stock 1,524 1.3198 11/06/2017
Purchase of Common Stock 1,504 1.3533 11/06/2017
Purchase of Common Stock 1,515 1.3324 11/07/2017
Purchase of Common Stock 752 1.3411 11/07/2017
Purchase of Common Stock 760 1.3234 11/08/2017
Purchase of Common Stock 1,527 1.3259 11/08/2017
Purchase of Common Stock 1,471 1.3699 11/08/2017
Purchase of Common Stock 6,034 1.3290 11/08/2017
Purchase of Common Stock 1,449 1.3931 11/10/2017
Purchase of Common Stock 2,143 1.4090 11/13/2017
Purchase of Common Stock 1,512 1.3234 11/14/2017
Purchase of Common Stock 526 1.3234 11/14/2017
Purchase of Common Stock 2,256 1.3363 11/14/2017
Purchase of Common Stock 382 1.3296 11/15/2017
Purchase of Common Stock 3,720 1.3492 11/16/2017
Purchase of Common Stock 5,970 1.3472 11/16/2017
Purchase of Common Stock 3,704 1.3693 11/16/2017
Purchase of Common Stock 3,731 1.3499 11/16/2017
Purchase of Common Stock 1,493 1.3481 11/16/2017
Purchase of Common Stock 2,974 1.3433 11/16/2017
Purchase of Common Stock 1,429 1.3952 11/21/2017
Purchase of Common Stock 730 1.3851 11/22/2017
Sale of Common Stock (5,672) 1.3667 11/27/2017
Purchase of Common Stock 3,623 1.3763 11/28/2017

Purchase of Common Stock 3,546 1.4074 11/28/2017
Purchase of Common Stock 1,449 1.3722 11/28/2017
Purchase of Common Stock 3,623 1.3765 11/28/2017
Purchase of Common Stock 2,206 1.3590 11/30/2017
Purchase of Common Stock 2,941 1.3565 11/30/2017
Purchase of Common Stock2 1,040,000 1.2500 12/05/2017
Purchase of Common Stock 1,471 1.3553 12/07/2017

 

 

2 Acquired pursuant to a private placement by Taglich Brothers, Inc., as placement agent, on behalf of the Issuer.

 

CUSIP NO. 00912N205

Purchase of Common Stock 727 1.3659 12/07/2017
Purchase of Common Stock 3,625 1.3339 12/12/2017
Purchase of Common Stock 1,498 1.3330 12/12/2017
Purchase of Common Stock 3,745 1.3396 12/12/2017
Purchase of Common Stock 1,908 1.3067 12/14/2017
Purchase of Common Stock 3,101 1.2899 12/15/2017
Purchase of Common Stock 750 1.3323 12/18/2017
Purchase of Common Stock 6,185 1.6100 12/21/2017
Purchase of Common Stock 7,519 1.3200 02/06/2018
Purchase of Common Stock 7,519 1.3200 02/06/2018
Sale of Common Stock (1,646) 1.3648 02/23/2018
Sale of Common Stock (1,672) 1.6009 03/16/2018
Sale of Common Stock (5,267) 1.6170 03/19/2018
Sale of Common Stock (4,567) 1.6100 03/21/2018
Purchase of Common Stock 1,564 1.5900 03/21/2018
Purchase of Common Stock 2,000 1.5863 03/21/2018
Sale of Common Stock (1,815) 1.5075 05/01/2018
Purchase of Common Stock 2,727 1.6500 05/18/2018
Purchase of Common Stock 1,878 1.6500 05/18/2018
Purchase of Common Stock 696 1.6500 05/18/2018
Purchase of Common Stock 2,509 1.6000 05/23/2018
Purchase of Common Stock 6,289 1.5944 05/23/2018
Purchase of Common Stock 2,424 1.6401 05/29/2018
Purchase of Common Stock 1,212 1.6401 05/29/2018
Purchase of Common Stock 3,030 1.6401 05/29/2018
Purchase of Common Stock 9,696 1.6401 05/29/2018
Purchase of Common Stock 1,607 1.6401 05/29/2018
Purchase of Common Stock 2,121 1.6401 05/29/2018
Purchase of Common Stock 1,212 1.6401 05/29/2018
Purchase of Common Stock 2,269 1.6401 05/29/2018
Purchase of Common Stock 3,030 1.6401 05/29/2018
Purchase of Common Stock 4,848 1.6401 05/29/2018
Purchase of Common Stock 3,030 1.6406 06/01/2018
Purchase of Common Stock 606 1.6406 06/01/2018
Purchase of Common Stock 2,572 1.6406 06/01/2018
Purchase of Common Stock 1,212 1.6406 06/01/2018
Purchase of Common Stock 4,242 1.6406 06/01/2018
Purchase of Common Stock 4,242 1.6406 06/01/2018
Purchase of Common Stock 3,030 1.6406 06/01/2018
Purchase of Common Stock 9,090 1.6406 06/01/2018
Purchase of Common Stock 2,121 1.6406 06/01/2018
Purchase of Common Stock 155 1.6406 06/01/2018
Sale of Common Stock (867) 1.7698 06/08/2018
Purchase of Common Stock 5,879 1.6955 06/14/2018
Purchase of Common Stock 1,761 1.6955 06/14/2018

 

 

CUSIP NO. 00912N205

 

Purchase of Common Stock 4,114 1.6955 06/14/2018
Purchase of Common Stock 3,992 1.6955 06/14/2018
Purchase of Common Stock 8,232 1.6955 06/14/2018
Purchase of Common Stock 11,761 1.6955 06/14/2018
Purchase of Common Stock 1,761 1.6955 06/14/2018
Purchase of Common Stock 1,173 1.6955 06/14/2018
Purchase of Common Stock 458 1.6955 06/14/2018
Purchase of Common Stock 1,173 1.6955 06/14/2018
Purchase of Common Stock 1,761 1.6955 06/14/2018
Purchase of Common Stock 2,349 1.6955 06/14/2018
Purchase of Common Stock 2,938 1.6955 06/14/2018
Purchase of Common Stock 17,645 1.6955 06/14/2018
Purchase of Common Stock 4,117 1.6955 06/14/2018
Purchase of Common Stock 5,879 1.6955 06/14/2018
Purchase of Common Stock 8,820 1.6955 06/14/2018
Purchase of Common Stock 6,467 1.6955 06/14/2018
Purchase of Common Stock 5,879 1.6955 06/14/2018
Purchase of Common Stock 2,055 1.6955 06/14/2018
Purchase of Common Stock 8,820 1.6955 06/14/2018
Purchase of Common Stock 2,350 1.6955 06/14/2018
Purchase of Common Stock 2,644 1.6955 06/14/2018
Purchase of Common Stock 2,349 1.6955 06/14/2018
Purchase of Common Stock 2,349 1.6955 06/14/2018
Purchase of Common Stock 879 1.6955 06/14/2018
Purchase of Common Stock 2,938 1.6955 06/14/2018
Purchase of Common Stock 1,761 1.6955 06/14/2018
Purchase of Common Stock 4,702 1.6955 06/14/2018
Purchase of Common Stock 2,938 1.6955 06/14/2018
Purchase of Common Stock 1,761 1.6955 06/14/2018
Purchase of Common Stock 6,464 1.6955 06/14/2018
Purchase of Common Stock 2,349 1.6955 06/14/2018
Purchase of Common Stock 1,761 1.6955 06/14/2018
Purchase of Common Stock 1,761 1.6955 06/14/2018
Purchase of Common Stock 2,938 1.6955 06/14/2018
Purchase of Common Stock 705 1.6955 06/14/2018
Purchase of Common Stock 1,764 1.6955 06/14/2018
Purchase of Common Stock 4,702 1.6955 06/14/2018
Purchase of Common Stock 1,526 1.6955 06/14/2018
Purchase of Common Stock 5,879 1.6955 06/14/2018
Purchase of Common Stock 1,702 1.6955 06/14/2018
Purchase of Common Stock 1,761 1.6955 06/14/2018
Purchase of Common Stock 702 1.6955 06/14/2018
Purchase of Common Stock 2,349 1.6955 06/14/2018
Purchase of Common Stock 3,820 1.6955 06/14/2018
Purchase of Common Stock 3,527 1.6955 06/14/2018
Purchase of Common Stock 2,938 1.6955 06/14/2018
Purchase of Common Stock 17,644 1.6955 06/14/2018
Purchase of Common Stock 8,820 1.6955 06/14/2018
Purchase of Common Stock 820 1.6955 06/14/2018
Purchase of Common Stock 8,820 1.6955 06/14/2018
Purchase of Common Stock 2,938 1.6955 06/14/2018

  

 

CUSIP NO. 00912N205

 

Purchase of Common Stock 5,879 1.6955 06/14/2018
Purchase of Common Stock 5,291 1.6955 06/14/2018
Purchase of Common Stock 9,408 1.6955 06/14/2018
Purchase of Common Stock 4,114 1.6955 06/14/2018
Purchase of Common Stock 11,762 1.6955 06/14/2018
Purchase of Common Stock 7,644 1.6955 06/14/2018
Purchase of Common Stock 5,291 1.6955 06/14/2018
Purchase of Common Stock 3,232 1.6955 06/14/2018
Purchase of Common Stock 8,821 1.6955 06/14/2018
Purchase of Common Stock 11,761 1.6955 06/14/2018
Purchase of Common Stock 2,938 1.6955 06/14/2018
Purchase of Common Stock 1,761 1.6955 06/14/2018
Purchase of Common Stock 588 1.6955 06/14/2018
Purchase of Common Stock 1,761 1.6955 06/14/2018
Purchase of Common Stock 5,879 1.6955 06/14/2018
Purchase of Common Stock 4,114 1.6955 06/14/2018
Purchase of Common Stock 2,938 1.6955 06/14/2018
Purchase of Common Stock 5,879 1.6955 06/14/2018
Purchase of Common Stock 2,994 1.6799 06/18/2018
Purchase of Common Stock 3,000 1.6585 06/18/2018
Purchase of Common Stock 581 1.7106 06/21/2018
Purchase of Common Stock 2,906 1.7379 06/21/2018
Purchase of Common Stock 3,529 1.7205 06/21/2018
Purchase of Common Stock 4,131 1.7244 06/21/2018

 

RBI Private Investment II, LLC

Purchase of Common Stock 15,333 1.4810 07/24/2017

 

Richmond Brothers 401(k) Profit Sharing Plan

Purchase of Common Stock 1,497 1.4680 07/24/2017
Purchase of Common Stock 1,633 1.4878 07/24/2017
Purchase of Common Stock 321 1.4686 09/18/2017
Purchase of Common Stock 385 1.4686 09/18/2017
Purchase of Common Stock 517 1.4400 09/21/2017
Purchase of Common Stock 620 1.4400 09/21/2017
Purchase of Common Stock 1,886 1.4400 09/21/2017
Purchase of Common Stock 2,464 1.4400 09/21/2017
Purchase of Common Stock 1,732 1.4400 09/21/2017
Purchase of Common Stock 1,746 1.4400 09/21/2017
Purchase of Common Stock 76 1.3224 11/01/2017
Purchase of Common Stock 95 1.3222 11/01/2017
Purchase of Common Stock 1,685 1.3798 11/27/2017
Purchase of Common Stock 2,190 1.3798 11/27/2017
Purchase of Common Stock 936 1.3798 11/27/2017
Purchase of Common Stock 915 1.3798 11/27/2017
Purchase of Common Stock 636 1.3995 11/28/2017
Purchase of Common Stock 246 1.2850 12/15/2017
Purchase of Common Stock 290 1.2850 12/15/2017

  

 

CUSIP NO. 00912N205

 

Purchase of Common Stock 10,944 1.6955 06/14/2018
Purchase of Common Stock 9,547 1.6955 06/14/2018
Purchase of Common Stock 1,261 1.6955 06/14/2018
Purchase of Common Stock 800 1.6955 06/14/2018
Purchase of Common Stock 2,350 1.6955 06/14/2018
Purchase of Common Stock 1,174 1.6955 06/14/2018
Purchase of Common Stock 7,281 1.6955 06/14/2018
Purchase of Common Stock 9,732 1.6955 06/14/2018
Purchase of Common Stock 250 1.6955 06/14/2018
Purchase of Common Stock 205 1.6955 06/14/2018

 

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, par value $0.001 per share, of Air Industries Group, a Nevada corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: June 25, 2018

  Richmond Brothers, Inc.
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Chairman

 

 

  RBI Private Investment II, LLC
   
  By: RBI PI Manager, LLC
    Manager
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Manager

 

 

  By: RBI PI Manager, LLC
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Manager

 

 

  By: Richmond Brothers 401(k) Profit Sharing Plan
     
  By:

/s/ David S. Richmond

    Name: David S. Richmond
    Title: Trustee

 

 

 

/s/ David S. Richmond

  David S. Richmond

 

  

 

/s/ Matthew J. Curfman

  Matthew J. Curfman