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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): January 23, 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 January 23, 2024, Air Industries Group issued
a press release announcing that it has been awarded two strategically new contracts, both from new customers. One order is for structural
engine components for the new CH-53K Heavy-Lift Helicopter. This initial order is for just under $1 million but is the first release against
an anticipated 5-year order expected to be in excess of $12 million.
Separately, Air Industries received its first
order from a major landing gear manufacturer for actuator subassemblies on a development aircraft. This order is for approximately $
1 million but should increase exponentially when the program enters the production phase. This award concludes a multi-year effort to
establish a relationship with this large and important customer.
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.
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:
January 23, 2024
|
AIR INDUSTRIES GROUP |
|
|
|
|
By: |
/s/ Scott
Glassman |
|
|
Scott
Glassman
Chief
Financial Officer |
2
Exhibit 99.1
January 23, 2024 - 08:30 AM EST
Air Industries Group Receives Two Strategically
Important New Contracts from New Customers
Bay Shore, N.Y.--(BUSINESS WIRE)-- Air Industries Group (the Company)
(NYSE American: AIRI), an integrated Tier 1 manufacturer of precision assemblies and components for mission-critical aerospace and
defense applications, and a prime contractor to the U.S. Department of Defense, today announced
that it has received two separate strategically important contracts, both from new customers.
Air Industries has received an initial order for structural engine
nacelle components for the new CH-53K Heavy Lift Helicopter. This initial order is for just under $ 1 million, but is the first release
against an anticipated 5-year order expected to be in excess of $ 12 million.
Separately, Air Industries has received an order from a major landing
gear manufacturer for actuator subassemblies on a developmental aircraft. This initial order is modest at approximately $ 1 million, but
this award concludes what has been a multi-year effort to establish a relationship with this large and important customer. When the program
enters the production phase, the anticipated order value increases exponentially.
Mr. Lou Melluzzo, CEO of Air Industries, commented: “These
awards are very satisfying and result from our increased investment and efforts in business development. Air Industries is focused on
increasing its workshare on the Sikorsky CH-53K. This new contract from a new customer furthers that goal.
The second contract is also from a new customer and is significant
to Air Industries as it represents an important first step from a large OEM in establishing a relationship that will grow materially.
The order is for a developmental aircraft. Producing new, prototype product requires a high level of expertise, and considerable concurrent
engineering skill. It is a tribute to Air Industries that this World Class OEM has placed its trust in us. We anticipate additional substantial
orders in the coming months.”
ABOUT AIR INDUSTRIES GROUP
Air Industries Group (NYSE American: AIRI) is an integrated manufacturer
of precision assemblies and components for leading aerospace and defense prime contractors and original equipment manufacturers. The Company
is a Tier 1 supplier to aircraft Original Equipment Manufacturers, a Tier 2 subcontractor to major
Tier 1 manufacturers, and a Prime Contractor to the U.S. Department of Defense, and is highly regarded for its expertise in designing
and manufacturing parts and assemblies that are vital for flight safety and performance.
Additional information about the Company can be found in its filings
with the SEC.
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
Investor Relations
Michael Recca
631.328.7079
ir@airindustriesgroup.com
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