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):
November 27, 2018
AIR INDUSTRIES GROUP
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-35927 | 80-0948413 | ||
| State of Incorporation | Commission File Number | IRS Employer 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 November 27, 2018, the Company issued a press release announcing that it received a major award for landing gear components for the F-35 and F-15 aircraft. 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 November 27, 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.
| Dated: November 27, 2018 | AIR INDUSTRIES GROUP | |
| By: | /s/ Michael Recca | |
| Michael Recca | ||
| Chief Financial Officer | ||
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Exhibit 99.1
November 27, 2018: 4:30pm EST
Air Industries Group Announces Major
Award for Landing Gear Components for the F-35
Lightning II Joint Strike Fighter and F-15 Eagle Fighter Aircraft.
Hauppauge, NY -- (Globe Newswire) – November 27, 2018 – Air Industries Group (NYSE AMEX: 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 is pleased to announce that it has received a major award for landing gear components for the F-35 and F-15 aircraft.
The value of the award is estimated at $ 22 million (at the mid-point of projected aircraft production). Deliveries are to begin in the first quarter of 2019 and continue for 3-years. Air Industries has already received fully funded purchase orders for product deliverable in the first three years totaling $ 15.5 million.
Mr. Lou Melluzzo, CEO of Air Industries commented: “This significant award from a leading prime contractor with whom we have a long relationship is a strong reaffirmation of our customers’ confidence in the capabilities of Air Industries. The F-15 is a major component of the US fleet with over 600 aircraft in service and additional planes in allied air forces. The USAF is seeking to expand the number of active squadrons from 312 to 386 – nearly a 24% increase – the F-15 will be flying for years to come.
The F-35 Joint Strike Fighter is the newest fighter aircraft and will be the primary fighter aircraft of the US and allied air forces in future years. Over 2,600 aircraft are projected to be produced for the USAF. We are honored to play a part in building this important weapon system.”
ABOUT AIR INDUSTRIES GROUP
Air Industries Group (AIRI) is an integrated manufacturer of complex machined products including landing gear, flight control, and jet turbine components for leading aerospace and defense prime contractors.
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
631.881.4913
ir@airindustriesgroup.com