---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-068306"
form_type: "8-K"
ticker: "AIRI"
cik: "0001009891"
company_name: "AIR INDUSTRIES GROUP"
filed_at: "2026-06-12T20:30:37+00:00"
generated_at: "2026-06-12T20:50:05.212215+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Air Industries amends merger agreement to exclude $1.97M customer advance from net debt calculation

## Summary
- Amendment to Feb 2026 merger with Tenax redefines AIR Net Indebtedness to exclude a $1.97M prepayment from a customer.
- Subsidiary AIM received $1.97M advance on June 2, 2026, under a promissory note for manufacturing supplies, non-interest bearing.
- Advance must be repaid by Nov 30, 2026, or may be set off against future customer payments for product deliveries.
- Adjustment reduces shares issuable to Tenax members by excluding the advance from net debt, preserving deal economics.

## SEC filing metadata
- accession: 0001213900-26-068306
- form_type: 8-K
- ticker: AIRI
- cik: 0001009891
- company_name: AIR INDUSTRIES GROUP
- filed_at: 2026-06-12T20:30:37+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1009891/000121390026068306/0001213900-26-068306-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1009891/000121390026068306/ea0294039-8k_airindus.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-068306
- JSON: https://secwatch.observer/filing/0001213900-26-068306.json
- Plain text: https://secwatch.observer/filing/0001213900-26-068306.txt

## Key facts
- Material Agreements
  AIR INDUSTRIES GROUP amended Agreement and Plan of Merger with Tenax Aerospace Acquisition, LLC valued at Amendment to Merger Agreement dated June 8, 2026 amending definition of AIR Net Indebtedness; amendm (effective 2026-06-08).
  - Action: amendment
  - Agreement: merger
  - Counterparty: Tenax Aerospace Acquisition, LLC
  - Value: Amendment to Merger Agreement dated June 8, 2026 amending definition of AIR Net Indebtedness; amendm
  - Effective: 2026-06-08
  source text: On June 8, 2026, Air Industries Group (" AIR ") entered into an amendment (the " Amendment ") to the Agreement and Plan of Merger, dated as of February 16, 2026, among Tenax Aerospace Acquisition, LLC (" Tenax "), AIR and Transitory Air Sub LLC (" Merger Sub ") (the " Merger Agreement ").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1009891/000121390026068306/0001213900-26-068306-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.