Air Industries Group (NYSE American: AIRI) disclosed in a Form 8-K filed July 9 that it has entered into an Amended and Restated Agreement and Plan of Merger with Tenax Aerospace Acquisition, LLC. The new agreement, dated July 2, 2026, replaces the original merger agreement from February 16, 2026, and a subsequent amendment from June 8, 2026.
Revised deal structure
Under the amended terms, Air Industries will issue 126.9 million shares of its common stock to Tenax members as merger consideration. After giving effect to a planned 1-for-5 reverse stock split, that figure becomes 25.38 million shares. The agreement sets the debt-adjusted Air Industries share price at $3.05, or $15.25 on a post-split basis.
The most notable change from the original agreement is the elimination of a post-closing tender offer. Under the prior terms, Air Industries would have been required to commence a tender offer to purchase up to one million shares of its common stock if the volume-weighted average price during the 20 trading days before closing fell below the debt-adjusted share price. That provision is now removed.
Following the closing, Tenax members will collectively own approximately 96% of the outstanding common stock, with existing Air Industries stockholders holding roughly 4%.
Stockholder approvals and reverse split
The transaction requires Air Industries stockholders to approve two key proposals. The first is a charter amendment to increase authorized shares from 20 million to 200 million and to permit stockholder action by written consent when majority ownership conditions exist. The second is approval of the share issuance to Tenax members under NYSE American rules, given that it constitutes a change of control.
After the charter amendment becomes effective, the company will implement a 1-for-5 reverse stock split, which will proportionately reduce the authorized share count to 40 million. Any fractional shares resulting from the split will be rounded up to the nearest whole share.
Termination provisions and fees
The amended agreement includes mutual termination fees of $1.25 million under specified circumstances. Air Industries would owe that amount if it terminates the deal to accept a superior proposal or if Tenax terminates because the Air Industries board changes its recommendation. Tenax would owe the same amount if Air Industries terminates due to a material breach or failure to close after conditions are satisfied.
If the agreement is terminated following a stockholder meeting where the required approvals are not obtained, Air Industries must reimburse Tenax for up to $500,000 in documented out-of-pocket expenses. The outside closing date is September 30, 2026, and the Hart-Scott-Rodino waiting period expired on June 15, 2026.
Additional provisions
The amended agreement also provides that Tenax or its affiliates will pay off Air Industries' indebtedness to Webster Bank and to directors Michael and Robert Taglich at closing. Existing stockholders will receive a dividend of redemption rights, allowing them to require Air Industries to repurchase their shares at 107.3% of the debt-adjusted share price on the first anniversary of closing, if the stock price at that time is below that threshold.
The board of directors has adopted the amended merger agreement and recommends that stockholders vote in favor of the charter amendment and share issuance proposals.