Air Industries Group Revises Merger Agreement with Tenax Aerospace to Support NYSE American Listing and Advance Strategic Combination
Air Industries Group (NYSE American: AIRI), a leading manufacturer of precision components and assemblies serving the aerospace and defense industries, has announced significant progress in its planned merger with Tenax Aerospace Acquisition, LLC. The company revealed that both parties have entered into an Amended and Restated Agreement and Plan of Merger, replacing the original merger agreement signed on February 16, 2026.
The revised agreement, executed on July 2, 2026, introduces several important changes designed to satisfy the listing requirements of the NYSE American Stock Exchange and facilitate the successful completion of the transaction. Alongside the amended merger agreement, Air Industries also confirmed that it intends to file a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC) to register the additional shares of common stock that will be issued as part of the merger.
The updated agreement marks another step forward in Air Industries’ strategy to combine its aerospace manufacturing expertise with Tenax Aerospace Acquisition. Company leadership believes the revised structure strengthens the transaction, provides greater certainty for investors, and positions the combined organization for long-term growth in the expanding aerospace and defense markets.
Merger Agreement Updated to Meet Exchange Requirements
According to Air Industries, the principal reason for revising the original merger agreement was to address specific requirements established by the NYSE American Stock Exchange. These modifications are intended to ensure that the shares of the combined company will continue to qualify for listing following completion of the merger.
Publicly traded companies must comply with a range of exchange standards relating to capitalization, shareholder equity, stock price, corporate governance, and public ownership. By restructuring certain elements of the transaction, Air Industries aims to ensure the combined business remains fully compliant with these standards while providing shareholders with increased transparency regarding the merger terms.
The amended agreement supersedes the February 2026 merger agreement in its entirety and establishes a revised framework governing the transaction.
Fixed Merger Consideration Brings Greater Certainty
One of the most significant changes introduced in the amended merger agreement is the establishment of a fixed merger consideration.
Under the revised terms, holders of membership interests in Tenax Aerospace Acquisition will receive 126.9 million shares of Air Industries common stock as consideration for the merger. Following the planned reverse stock split, this amount will equal 25.38 million shares.
Unlike the earlier agreement, which allowed for adjustments based on various financial calculations, the amended agreement establishes a predetermined number of shares to be issued, providing greater predictability for both companies and their investors.
The agreement also fixes the Debt Adjusted AIR Share Price at $3.05 per share, which will become $15.25 per share after the reverse stock split is completed.
Both the merger consideration and the adjusted share price remain subject to customary adjustments if Air Industries completes any stock dividends, stock splits, share combinations, recapitalizations, exchanges, or other corporate actions affecting its common stock before the merger closes.
By fixing these values in advance, the revised agreement simplifies the transaction structure and reduces uncertainty surrounding the number of shares that will ultimately be issued.
Reverse Stock Split Planned Before Closing
Another key provision of the amended agreement requires Air Industries to complete a one-for-five reverse stock split before the merger is finalized.
Under this arrangement, every five existing shares of Air Industries common stock will automatically convert into one post-split share.
At the same time, the company will proportionally reduce the total number of authorized shares contained within its articles of incorporation. This corresponding reduction helps maintain the company’s overall capital structure following the reverse split.
To ensure that shareholders are not left holding fractional shares, any fractional interests resulting from the reverse split will be rounded up to the nearest whole share.
Reverse stock splits are commonly used by publicly traded companies to increase the market price of individual shares without changing the company’s total market capitalization. Such actions are often implemented to satisfy exchange listing standards or improve the company’s capital structure ahead of strategic transactions.
Tender Offer Removed from Transaction Structure
The amended merger agreement also eliminates a significant element contained in the original February agreement.
Under the initial merger proposal, Air Industries planned to conduct a tender offer allowing eligible shareholders to sell up to one million shares of Air Industries common stock back to the company immediately before the merger closed.
The revised agreement removes this requirement entirely.
By eliminating the tender offer, Air Industries simplifies the overall transaction while reducing administrative complexity and potential financing requirements associated with purchasing outstanding shares before closing.
The removal of this provision represents another effort to streamline the merger process while maintaining compliance with exchange regulations.
SEC Registration Statement to Be Filed
To facilitate completion of the transaction, Air Industries intends to submit a Registration Statement on Form S-4 to the Securities and Exchange Commission.
The filing will register the additional shares of Air Industries common stock that will be issued to Tenax stakeholders as part of the merger consideration.
A Form S-4 registration statement is commonly required for mergers involving publicly traded companies because it provides investors with comprehensive information regarding the transaction, including financial statements, risk factors, management discussion, business operations, and the terms of the merger.
Following SEC review, shareholders will receive detailed proxy materials and disclosures before voting on the proposed transaction.
The filing represents another major milestone toward completing the merger.
Leadership Highlights Confidence in Revised Structure
Scott Glassman, Acting Chief Executive Officer of Air Industries, said the revised agreement demonstrates the company’s commitment to completing the merger while maintaining compliance with NYSE American listing standards.
According to Glassman, the amendments provide increased certainty for shareholders and establish a stronger foundation for successfully completing the transaction.
Management believes the revised merger framework enhances transparency, simplifies the transaction process, and positions the combined organization for future growth opportunities.
The leadership team continues to work closely with Tenax Aerospace Acquisition to complete the remaining regulatory and shareholder approval processes necessary to finalize the merger.
Strategic Combination Aims to Support Future Growth
The planned merger represents an important strategic initiative for Air Industries as it seeks to strengthen its competitive position within the aerospace and defense manufacturing sector.
The aerospace industry continues to experience increasing demand driven by defense modernization programs, commercial aviation recovery, advanced military aircraft development, and expanding space initiatives.
By combining resources with Tenax Aerospace Acquisition, Air Industries expects to enhance its financial flexibility, broaden growth opportunities, and strengthen its ability to pursue new contracts within the aerospace and defense supply chain.
The revised agreement reflects both companies’ commitment to completing a transaction that supports long-term value creation while meeting public market requirements.
Strong Position in Aerospace Manufacturing
Air Industries has established itself as a specialized manufacturer serving many of the world’s leading aerospace and defense prime contractors.
The company produces highly engineered precision components and complex assemblies that perform essential functions in both military and commercial aerospace platforms.
Its product portfolio includes:
- Landing gear components and assemblies
- Flight control systems
- Engine mounts
- Aircraft jet engine components
- Ground turbine components
- Precision-machined aerospace parts
- Complex mechanical assemblies
These products are designed to operate under demanding conditions where reliability, durability, and precision are essential.
Many of the company’s components support mission-critical applications used by military personnel, commercial aviation operators, and aerospace manufacturers worldwide.
Commitment to Quality and Precision
Air Industries’ manufacturing capabilities focus on producing components that meet the rigorous quality standards required by the aerospace and defense industries.
Whether manufacturing a single precision-machined component or delivering fully assembled systems, the company emphasizes advanced engineering, stringent quality control, and dependable production processes.
Its products play an important role in aircraft safety, defense readiness, and mission-critical aerospace operations, making manufacturing accuracy and reliability central to its business model.
The company’s long-standing relationships with major aerospace and defense contractors reflect its reputation for delivering high-performance components that meet exact customer specifications.
Looking Ahead
With the amended merger agreement now in place, Air Industries is moving forward with the next phases of the transaction, including regulatory filings, shareholder communications, and the planned reverse stock split. The revised structure addresses key NYSE American listing requirements while simplifying the merger process through fixed share consideration and the removal of the previously proposed tender offer.
If completed as planned, the merger with Tenax Aerospace Acquisition is expected to position Air Industries for its next stage of growth by strengthening its capital structure, supporting continued exchange listing, and expanding opportunities within the global aerospace and defense market. Backed by decades of experience in precision manufacturing and a portfolio of mission-critical aerospace products, the combined company aims to build on its established industry position while creating long-term value for customers, employees, and shareholders.
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