UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 8, 2019

Air T, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35476	52-1206400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5930 Balsom Ridge Road

___________Denver, North Carolina 28037__________

(Address of Principal Executive Offices, and Zip Code)

_______________(828) 464-8741__________________

Registrant’s Telephone Number, Including Area Code

_____________________Not applicable______________________

(Former Name or Former Address, if Changed Since Last Report)

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	AIRT	NASDAQ Global Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)	AIRTP	NASDAQ Global Market
Warrant to purchase AIP	AIRTW	NASDAQ Global Market

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	¨	Pre-commencement communication 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 1.01    Entry into a Material Definitive Agreement

To the extent responsive, the information included in Item 2.01 is incorporated herein by reference.

Item 2.01    Completion of Acquisition or Disposition of Assets

On November 8, 2019, Contrail Aviation Support, LLC (“Contrail”), a 79%-owned subsidiary of Air T, Inc. (the “Company”), completed the sale of two engines, one model V2524-A5 engine with serial number V11255 and one model V2527-A5 engine with serial number V10543 (collectively, the “Engines”) pursuant to a purchase and sale agreement dated the same date. The Engines were previously leased by Contrail. The total transaction value exceeded $10,000,000.*

The disposition of the Engines as discussed above continues Contrail’s business of purchasing aircraft and/or aircraft engines for the purpose of leasing or disassembling them and selling them for parts.

The sale and purchase agreement with respect to the transaction is filed as Exhibit 10.1, which is incorporated herein by reference.

*Portions of the transaction exhibit have been omitted for confidential treatment.

Item 9.01    Financial Statements and Exhibits

10.1 Engine Sale and Purchase Agreement, dated November 8, 2019 by and between Contrail Aviation Support, LLC and Cross Ocean Aviation Fund 1 (Intl) 5 DAC.*

*Portions of the transaction exhibit have been omitted for confidential treatment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 14, 2019

AIR T, INC.

By: /s/ Brian Ochocki          

Brian Ochocki, Chief Financial Officer

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