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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):
November 21, 2023
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 |
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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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
On November 21, 2023, Air Industries Group (the
“Company”) received a notice from NYSE Regulation stating that the Company is not in compliance with the continued listing
standards of the NYSE American (the “Exchange”) under the timely filing criteria included in Section 1007 of the NYSE American
Company Guide (the “Company Guide”) because the Company failed to file by the extended due date of November 20, 2023, its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Form 10-Q”).
In accordance with Section 1007 of the Company
Guide, the Company will have six months from the date of the filing delinquency, or until May 20, 2024 (the “Initial Cure Period”),
to file the Form 10-Q with the Securities and Exchange Commission (the “SEC”). If the Company fails to file the Form 10-Q
during the Initial Cure Period, the Exchange may, in its sole discretion, provide an additional six-month cure period depending on the
Company’s specific circumstances (the “Additional Cure Period”). Notwithstanding the foregoing, however, the Exchange
may in its sole discretion decide (i) not to afford the Company any Initial Cure Period or Additional Cure Period, as the case may be,
at all or (ii) at any time during the Initial Cure Period or Additional Cure Period, to truncate the Initial Cure Period or Additional
Cure Period, as the case may be, and immediately commence suspension and delisting procedures if the Company is subject to delisting pursuant
to any other provision of the Company Guide, including if the Exchange believes, in the Exchange’s sole discretion, that continued
listing and trading of the Company’s securities on the Exchange is inadvisable or unwarranted in accordance with Sections 1001 through
1006 thereof.
During the Initial Cure Period
and the Additional Cure Period, if applicable, the Company’s securities will continue to trade on the Exchange, subject to the Company’s
compliance with other continued listing requirements, with a late filer (“.LF”) indicator. The Company can regain compliance
with the Exchange’s continued listing standards at any time during the Initial Cure Period or Additional Cure Period, as applicable,
by filing the Form 10-Q and any subsequent delayed filings with the SEC. The Company has completed all internal procedures necessary for
the preparation of its financial statements, is in the process of coordinating with its auditors to enable them to complete their review
processes and is finalizing the preparation of the Form 10-Q and anticipates that the Form 10-Q will be filed in the foreseeable future.
Nothing has come to the attention of the Company during the ongoing preparation
of its Form 10-Q that would cause it to change the financial information presented in the Form 12B-25 filed November 15, 2023.
Cautionary Statement Regarding Forward-Looking
Statements
Statements contained in this Current Report on
Form 8-K that are not historical facts may be forward looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements may relate to, among other things, the Company’s expectations relating to the filing
of the Form 10-K and the financial information to be included therein. Such forward-looking statements do not constitute guarantees of
future performance and are subject to a variety of risks and uncertainties. The Company does not undertake any obligation to update forward-looking
statements as a result of new information, future events or developments or otherwise, except as required by applicable law or regulation.
Item 7.01 Regulation FD Disclosure
On November 29, 2023, the Company issued a press
release regarding the foregoing, which is included as Exhibit 99.1 hereto.
In accordance
with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement
or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth 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: November 29, 2023
|
AIR INDUSTRIES GROUP |
|
|
|
|
By: |
/s/ Scott Glassman |
|
|
Scott Glassman
Chief Financial Officer |
2
Exhibit 99.1
Air Industries Group Receives Notice from NYSE
American Regarding Late Filing of Quarterly Report on Form 10-Q
November 29, 2023 04:30 PM Eastern Time
Bay Shore, N.Y.--(BUSINESS WIRE)--Air Industries
Group (NYSE American: AIRI) (“Air Industries” or the “Company”) announced that on November 21, 2023, it received
a notice from NYSE Regulation stating that the Company is not in compliance with the continued listing standards of the NYSE American
(the “Exchange”) under the timely filing criteria set forth in Section 1007 of the NYSE American Company Guide (the “Company
Guide”). The non-compliance results from the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2023 (the “Delinquent Report”) by the filing due date of November 20, 2023 (the “Filing Delinquency”).
In accordance with Section 1007 of the Company
Guide, the Company will have six months from the date of the Filing Delinquency, or until May 20, 2024 (the “Initial Cure Period”),
to file the Form 10-Q with the SEC. If the Company fails to file the Form 10-Q during the Initial Cure Period, the Exchange may, in its
sole discretion, provide an additional six-month cure period (the “Additional Cure Period”). The Company can regain compliance
with the Exchange’s continued listing standards at any time during the Initial Cure Period or Additional Cure Period, as applicable,
by filing the Form 10-Q and any subsequent delayed filings with the SEC.
The Company has completed
all internal procedures necessary for the preparation of its financial statements, is in the process of coordinating with its auditors
to enable them to complete their review processes and is finalizing the preparation of the Form 10-Q and anticipates that the Form 10-Q
will be filed in the foreseeable future.
Nothing has come to the attention of the Company
during the ongoing preparation of its Form 10-Q that would cause it to change the financial information presented in the Form 12B-25
filed November 15, 2023.
During the Initial Cure Period and the Additional
Cure Period, if applicable, the Company’s securities will continue to trade on the Exchange, subject to the Company’s compliance
with other continued listing requirements, with a late filer (“.LF”) indicator.
AIR INDUSTRIES GROUP
is 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.
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. Other important factors
that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the Company’s
ability to timely file its periodic reports within the time periods permitted by the rules of the U.S. Securities and Exchange Commission.
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
631.328.7078
ir@airindustriesgroup.com
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