Air Industries Group entered into an amended stock-for-stock merger with Tenax Aerospace Acquisition, issuing 126.9 million AIR shares (25.38 million post 1-for-5 reverse split) to Tenax members at a debt-adjusted price of $3.05 ($15.25 post-split). Upon closing, Tenax holders will own about 96% of AIR, with required shareholder approvals and a reverse split to follow; the HSR waiting period has already expired. The amended deal eliminates a previously contemplated post-closing tender offer and includes Tenax or an affiliate paying certain AIR indebtedness at closing. Support and lock-up agreements aim to secure approvals and promote market stability post-merger.
Agreement 1: Air Industries Group to Merge With Tenax in Stock Deal; Tenax Holders to Own ~96%
- Agreement type: Amended and Restated Agreement and Plan of Merger
- Counterparty: Tenax Aerospace Acquisition
- Signed / Effective: Jul 02 2026 / Jul 02 2026
- Duration / Termination: Until closing
- Reason: Combine businesses and establish Tenax as controlling holder
Agreement 2: Air Industries Group Secures Amended Tenax Member Support for Merger
- Agreement type: Amended and Restated Member Support Agreement
- Counterparty: Tenax Members (majority holders)
- Signed / Effective: Jul 02 2026 / Jul 02 2026
- Duration / Termination: Until closing
- Reason: Secure member consent and stabilize ownership pre-closing
Agreement 3: Air Industries Group Retains Stockholder Support Agreement for Merger Approvals
- Agreement type: Stockholder Support Agreement
- Counterparty: Supporting Stockholders
- Signed / Effective: Feb 16 2026 / Feb 16 2026
- Duration / Termination: Until required stockholder vote
- Reason: Secure votes for charter amendment and share issuance
Agreement 4: Air Industries Group Locks Up Tenax Leaders’ Shares for 180 Days Post-Closing
- Agreement type: Lock-Up Agreements
- Counterparty: Thomas Foley and Taran Bakker
- Signed / Effective: Feb 16 2026 / Feb 16 2026
- Duration / Termination: 180 days post-closing
- Reason: Promote orderly trading after the merger
Original SEC Filing:
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