8-K

______________________________________________________________________________

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): March 28, 2023

______________________________________________________________________________

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

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.

On March 28, 2023, Air T, Inc., a Delaware corporation (the “Company” or “Air T”) announced its plan to conduct an exchange offer for up to a maximum of 138,000 shares of Company common stock, $0.25 par value per share (“Shares”). Air T shareholders will be offered the right to exchange Shares for consideration consisting of shares of Air T Funding’s Alpha Income Trust Preferred Securities (also referred to as the 8.0% Cumulative Capital Securities), par value $25.00 per share (the “TruPs” or, individually each a “TruP”) (the “Exchange Offer”). The TruPs are listed on the NASDAQ Global Market under the symbol “AIRTP.”

Air T’s Board of Directors (the “Board”) authorized the Exchange Offer on March 15, 2023. The Exchange Offer is expected to commence the week of April 3, 2023, or as soon thereafter as practicable. The expiration date of the Exchange Offer is anticipated to be July 6, 2023.

Information on the Exchange Offer and “Modified Dutch Auction” Procedure

The Company expects to conduct the Exchange Offer through a procedure called a “Modified Dutch Auction.” For a common shareholder choosing to participate in the Exchange Offer, this procedure allows the shareholder to select a number of TruPs, within a set range, at which they are willing to exchange their Shares. The proposed range for the Exchange Offer is expected to be 1.05 TruPs to 1.40 TruPs per share of Air T common stock. After all tendering shareholders indicate their respective number of TruPs, the Company will issue the lowest number of TruPs indicated that will permit the Company to purchase as many Shares as possible, up to the maximum of 193,200 TruPs.

For example, the lowest number of TruPs that would be issued in the Exchange Offer, if fully subscribed, would be 144,900 TruPs. Conversely, the highest number of TruPs that would be issued in the Exchange Offer, if fully subscribed, would be 193,200 TruPs. The maximum number of Shares to be acquired will be 138,000, regardless of the actual number of TruPs issued.

The Company will acquire all Shares at the same exchange ratio, as required by Exchange Act rules; however, the Exchange Offer is conditioned on, among other things, shareholders validly tendering (and not properly withdrawing) at least 25,000 Shares, regardless of the number of TruPs issued, prior to the Exchange Offer’s expiration date. The Exchange Offer will only be made to Air T’s current shareholders.

Additional information about the Exchange Offer will be available at www.sec.gov and will be mailed to shareholders on or about April 6, 2023.

Item 7.01    Regulation FD Disclosure.

On March 28, 2023, the Company issued a press release (the “Press Release”) announcing the Exchange Offer for up to 138,000 Common Shares in exchange for Air T Funding’s Alpha Income Trust Preferred Securities (also referred to as the 8.0% Cumulative Capital Securities). A copy of the Press Release dated March 28, 2023 is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01 to this Current Report on Form 8-K (including Exhibit 99.1) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section. The information in this Current Report on Form 8-K under Item 7.01 (including Exhibit 99.1) shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits

99.1	Press Release dated March 28, 2023
104	Cover Page Interactive Data File (embedded within Inline XBRL document)

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: March 28, 2023

AIR T, INC.

By: /s/ Brian Ochocki

Brian Ochocki, Chief Financial Officer

EX-99.1

PRESS RELEASE

Air T, Inc. Announces Exchange Offer for up to 138,000 Common Shares in Exchange for Shares of Air T Funding 8.0% Alpha Income Trust Preferred Securities (TruPs)

Company to Conduct “Modified Dutch Auction” for up to 138,000 Common Shares in Exchange for TruPs; Offer Price Between 1.05 and 1.4 TruPs Per Share Represents a Premium of 13% to 51% Over Current Market Price

TruPs Shares Valued at Liquidation Preference of $25.00 per Share with 8.0% Distribution

Denver, North Carolina – March 28, 2023 – Air T, Inc. (NASDAQ:AIRT) (“AIRT” or the “Company”) today announced its plan to conduct an exchange offer for up to 138,000 of its shares of common stock, $0.25 par value per share (“Common Shares”). The Company will acquire Common Shares in exchange for consideration consisting of newly-issued shares of Air T Funding 8.0% Alpha Income Trust Preferred Securities valued at their liquidation preference $25.00 per share (“TruPs”) (collectively, the “Exchange Offer”). The TruPs are traded on the NASDAQ Global Market under the symbol “AIRTP.”

Information on the Exchange Offer and “Modified Dutch Auction” Procedure

The Company intends to conduct the Exchange Offer through a procedure called a “Modified Dutch Auction.” For a common shareholder choosing to participate in the Exchange Offer, this procedure allows the shareholder to select the number of TruPs for which they are willing to exchange their Common Shares. After all tendering shareholders indicate their respective amounts, the Company will issue the lowest number of TruPs that will permit the Company to purchase as many Common Shares as possible, up to the maximum of 138,000 Common Shares. The proposed range for the Exchange Offer is expected to be 1.05 TruPs to 1.40 TruPs per share of Air T common stock. After all tendering shareholders indicate their respective number of TruPs, the Company will pay the lowest number of TruPs indicated that will permit the Company to purchase as many Shares as possible, up to the maximum of 138,000 Common Shares.1 The Company currently anticipates that the offer will expire July 6, 2023.

Distributions on the TruPs Shares are cumulative at the annual rate of 8.0% of the $25.00 per share liquidation preference and distributions are payable quarterly on February 15, May 15, August 15 and November 15 of each year, beginning with the first payment to exchanging shareholders on August 15, 2023.

Exchange Offer’s Potential Benefits to Shareholders

The Board believes the Exchange Offer is in the best interest of all shareholders, for the following reasons:

(i)It will allow a significant number of shareholders to exchange their Shares at a premium to the current market price.

The tender range is 13%-51% above the latest closing price of $23.21 per Share. Further, the proposed 138,000 maximum number of Shares to be acquired represents approximately 4.9% of the Shares currently outstanding.

(ii)This Exchange Offer is an opportunity for Air T shareholders to receive a premium price for their shares — at a time when markets are volatile, uncertain, and choppy. This Offer is one-time in nature and expires at the end of the Exchange Offer. Additional Information on Exchange Offer

Once filed, additional information about the Exchange Offer will be available at www.sec.gov. The Company currently expects that Exchange Offer documents will be mailed to shareholders on or about April 6, 2023.

Any questions about the Exchange Offer or requests for assistance in tendering Shares can be directed to the Company’s Information Agent, D.F. King. The Company’s Information Agent can be reached toll-free at (800) 848-3402 or via email at airt@dfking.com.

1 AIRT will acquire all Common Shares at the same purchase price (same number of TruPs per Common Share), as required by Exchange Act rules; however, the Exchange Offer is conditioned on, among other things, shareholders validly tendering (and not properly withdrawing) at least 25,000 Common Shares, regardless of the purchase price per share, prior to the offering’s Expiration Date. The Exchange Offer will only be made to AIRT’s current shareholders.

www.airt.net

Risks and Disclosures

Investors should consider the Company’s investment objectives, risks, charges, and expenses carefully before investing. This and other information can be found in the Company’s filings with the SEC, which may be obtained by calling (866) 231-2577 or by visiting www.airt.net. Please review AIRT’s filings and Air T Funding’s prospectus carefully before you invest.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities of AIRT. The solicitation and the offer to exchange common shares of AIRT will be made pursuant to an offer to exchange and related materials that AIRT intends to file with the SEC. AIRT intends to mail these documents to the shareholders of AIRT. These documents contain important information about the exchange offer and shareholders of AIRT are urged to read them carefully. Investors may obtain free copies of the Exchange Offer Statement and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, free copies of the Exchange Offer Statement and other documents filed with the SEC may also be obtained by directing a request to: D.F. King, or by calling (866) 231-2577.

The Company is relying on Section 3(a)(9) of the Securities Act of 1933 (the “Securities Act”) to exempt the Exchange Offer from the registration requirements of the Securities Act. Section 3(a)(9) provides that the registration requirements of the Securities Act will not apply to “any security exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.” The Company has no contract, arrangement or understanding relating to, and will not, directly or indirectly, pay any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting offers in the Exchange Offer.

The TruPs Shares are currently listed for trading on the NASDAQ Global Market under the symbol “AIRTP.”

ABOUT AIR T, INC.

Established in 1980, Air T Inc. is a portfolio of powerful businesses and financial assets, each of which is independent yet interrelated. Its core segments are overnight air cargo, aviation ground support equipment manufacturing and sales, commercial jet engines and parts, and corporate and other. We seek to expand, strengthen and diversify Air T’s after-tax cash flow per share. Our goal is to build Air T’s core businesses, and when appropriate, to expand into adjacent and other industries. We seek to activate growth and overcome challenges while delivering meaningful value for all stakeholders. For more information, visit www.airt.net.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release, including those contained in “Overview,” are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company’s financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements include those preceded by, followed by or that include the words “believes”, “pending”, “future”, “expects,” “anticipates,” “estimates,” “depends” or similar expressions. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements, because of, among other things, potential risks and uncertainties, such as:

•Economic and industry conditions in the Company’s markets;

•The risk that contracts with FedEx could be terminated or adversely modified;

•The risk that the number of aircraft operated for FedEx will be reduced;

•The risk that GGS customers will defer or reduce significant orders for deicing equipment;

•The impact of any terrorist activities on United States soil or abroad;

•The Company’s ability to manage its cost structure for operating expenses, or unanticipated capital requirements, and match them to shifting customer service requirements and production volume levels;

•The Company's ability to meet debt service covenants and to refinance existing debt obligations, certain of which terminate in the next 12 months;

•The risk of injury or other damage arising from accidents involving the Company’s overnight air cargo operations, equipment or parts sold and/or services provided;

•Market acceptance of the Company’s commercial and military equipment and services;

•Competition from other providers of similar equipment and services;

•Changes in government regulation and technology;

•Changes in the value of marketable securities held as investments;

•Mild winter weather conditions reducing the demand for deicing equipment;

2

www.airt.net

•Market acceptance and operational success of the Company’s commercial jet engines and parts business and the Company’s relatively new aircraft asset management business and related aircraft capital joint venture; and

•The length and severity of the COVID-19 pandemic and the impact of the COVID-19 pandemic on the health of our employees, on our vendors and customers and on economic conditions affecting our business.

A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT

Air T, Inc.

Brian Ochocki, CFO

bochocki@airt.net

866-231-2577

25988450v1

3

www.airt.net

XML

Cover	Mar. 28, 2023
Entity Information
Document Type	8-K
Document Period End Date	Mar. 28, 2023
Entity Registrant Name	AIR T, INC.
Entity Incorporation, State	DE
Entity File Number	001-35476
Entity Tax Identification Number	52-1206400
Entity Address, Street	5930 Balsom Ridge Road
Entity Address, City	Denver
Entity Address, State	NC
Entity Address, Postal Zip Code	28037
City Area Code	828
Local Phone Number	464-8741
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000353184
Amendment Flag	false
Amendment Description
Document Effective Date	Mar. 28, 2023
Common Stock
Entity Information
Title of 12(b) Security	Common Stock
Trading Symbol	AIRT
Security Exchange Name	NASDAQ
Cumulative Capital Securities
Entity Information
Title of 12(b) Security	Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)
Trading Symbol	AIRTP
Security Exchange Name	NASDAQ