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):

October 3, 2018

 

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):

 

☐ 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))

 

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 October 3, 2018, the Company issued a press release announcing that it had entered into a stipulation with CPI Aerostructures in the litigation concerning the sale of its subsidiary, Welding Metallurgy, Inc. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information contained in the press release is being furnished and shall not be deemed “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 such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statement and Exhibits.

 

(d)  Exhibits:

 

  Exhibit   Description
       
  99.1   Press Release issued by Air Industries Group dated October 3, 2018.

 

 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.

 

  AIR INDUSTRIES GROUP
     
Dated: October 3, 2018 By: /s/ Michael Recca
    Michael Recca
    Chief Financial Officer

 

 2 

 

Exhibit 99.1

 

 

 

October 3, 2018, 4:30 PM

 

Air Industries Group (the "Company" or "Air Industries") Announces Stipulation in Litigation with CPI Aerostructures.

 

Hauppauge, NY -- (Globe Newswire) – October 3, 2018 – Air Industries Group (NYSE American: 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, announced that it has entered into a stipulation with CPI Aerostructures in the litigation arising out of Air Industries’ determination to terminate the previously announced sale of its subsidiary, Welding Metallurgy Inc., to CPI.

 

Pursuant to the Stipulation, within forty-five days Air industries will deliver to CPI audited financial statements of Welding Metallurgy. CPI will have three weeks after receipt of the audited financial statements to close the transaction in accordance with the terms of the Stock Purchase Agreement. The stipulation contemplates that the parties will enter into an Amendment to the Stock Purchase Agreement incorporating the terms of the Stipulation into the Agreement.

 

Lou Melluzzo, Chief Operating Officer of Air Industries commented that “We are pleased that we arrived at a resolution that will allow us to move forward and close this transaction within seventy days or retain the business and move with our team to achieve the potential we know Welding Metallurgy has.”

 

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.

 

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 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

631.881.4913

ir@airindustriesgroup.com