Air Industries Group Announces Amendment, Extending the Amended and Restated Merger Agreement with Tenax Aerospace (Form 8-K)

Air Industries Group Announces Amendment, Extending the Amended and Restated Merger Agreement with Tenax Aerospace.

BAY SHORE, N.Y.-- (BUSINESS WIRE) - Air Industries Group ("Air Industries" or the "Company") (NYSE American: AIRI), a leading manufacturer of precision components and assemblies for aerospace and Department of War prime contractors, today announced that the Securities and Exchange Commission ("SEC") has notified the Company that it will review the Company's Registration Statement on Form S-4 filed on July 22, 2026 relating to the Company's pending merger with Tenax Aerospace Acquisition, LLC ("Tenax").

While the Company does not anticipate that the SEC's review will affect the economic terms of the contemplated merger with Tenax, completing the review process will likely prevent the merger from being closed by September 30^th. Accordingly, on July 31, 2026, the parties entered into an Amendment to the Amended and Restated Agreement and Plan of Merger, dated as of July 2, 2026 (the "Merger Agreement"), to extend the "Outside Date" (as defined in the Merger Agreement) by 60 days, from September 30, 2026 to November 30, 2026.

Scott Glassman, Acting Chief Executive Officer of Air Industries commented: "Although we hoped the SEC would elect not to review the S-4, it is normal for the SEC to review and comment on a Registration Statement. We expect the Registration Statement to be effective prior to the end of the third quarter and anticipate convening our shareholder meeting thereafter and closing the transaction prior to November 30."

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 gears, 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.

FORWARD LOOKING STATEMENTS

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements may reflect the Company's expectations, beliefs, hopes, intentions or strategies regarding, among other things, the transactions between the Company and Tenax, the expected timetable for completing the transactions, the benefits and synergies of the transactions and future opportunities for the combined company, as well as other statements that are other than historical fact, including, without limitation, statements concerning future financial performance, future debt and financing levels, investment objectives, implications of litigation and regulatory investigations and other management plans for future operations and performance. Words such as "anticipate(s)", "expect(s)", "intend(s)", "plan(s)", "target(s)", "project(s)", "believe(s)", "will", "aim", "would", "seek(s)", "estimate(s)" and similar expressions are intended to identify such forward-looking statements.