8-K

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): May 21, 2024

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

1460 Fifth Avenue, Bay Shore, New York 11706

(Address of Principal Executive Offices)

Registrant’s telephone number: (631) 968-5000

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	AIRI	NYSE American

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 May 21, 2024, Air Industries Group issued a press release announcing that it has received an order of $2.4 million for spare landing gear assemblies to be used on the E-2C Hawkeye. Deliveries of the landing gear are expected to be made in 2026 through 2027.

Air Industries supports the E-2C/D Hawkeye program by providing the main and nose landing gear, as well as the arresting gear. The E-2C/D Hawkeye is a twin-engine, tactical aircraft. Often referred to as the “digital quarterback,” it conducts battlefield management and command and control operations for aircraft carrier strike groups.

The information in this Form 8-K, including Exhibit 99.1 attached hereto, 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 it be deemed incorporated by reference in any filing by Air Industries under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated May 21, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 21, 2024

AIR INDUSTRIES GROUP
By:	/s/ Scott Glassman
	Scott Glassman
	Chief Financial Officer

2

EX-99.1

Exhibit 99.1

May 21, 2024 07:00 AM Eastern Daylight Time

Air Industries Group Receives Order of $2.4 Million for
Landing Gear Used on the E-2C Hawkeye

Bay Shore, N.Y.--(BUSINESS WIRE)--Air Industries Group (“Air”) (NYSE American: AIRI), a leading manufacturer of precision assemblies and components for large aerospace and defense prime contractors, today announced it has received a $2.4 million order for spare landing gear assemblies to be used on the E-2C Hawkeye.

Mr. Lou Melluzzo, CEO of Air Industries, commented: “This award underscores the significance of our capabilities in providing aftermarket support, and fostering relationships with our valued customers. The considerable momentum that we generated in 2023 is continuing in 2024, and we remain encouraged by the high demand for our products and services. The E-2C/D Hawkeye program represents just one among Air’s product lines deployed in mission-critical operations.”

Deliveries for these landing gear are expected to occur in 2026 through 2027.

Air Industries supports the E-2C/D Hawkeye program by providing the main and nose landing gear, as well as the arresting gear. The E-2C/D Hawkeye is a twin-engine, tactical aircraft. Often referred to as the “digital quarterback,” it conducts battlefield management and command and control operations for aircraft carrier strike groups.

ABOUT AIR INDUSTRIES GROUP

Air Industries Group is a leading manufacturer of precision components and assemblies for large aerospace and defense prime contractors. Its products include landing gear, flight controls, engine mounts and components for aircraft jet engines, ground turbines and other complex machines. Whether it is a small individual component or complete assembly, its high quality and extremely reliable products are used in mission critical operations that are essential for the safety of military personnel and civilians.

Additional information about the Company can be found in its filings with the SEC and its website at www.airindustriesgroup.com.

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.

Contacts

Air Industries Group

Investor Relations

631.328.7079

ir@airindustriesgroup.com

XML

Cover	May 21, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 21, 2024
Entity File Number	001-35927
Entity Registrant Name	AIR INDUSTRIES GROUP
Entity Central Index Key	0001009891
Entity Tax Identification Number	80-0948413
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1460 Fifth Avenue
Entity Address, City or Town	Bay Shore
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11706
City Area Code	631
Local Phone Number	968-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	AIRI
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false