Key Highlights

  • Air Industries Group (NYSE American: AIRI) will issue 126,900,000 shares to Tenax Aerospace members under revised merger terms.
  • Tenax members will own approximately 96% of AIRI post-closing, diluting existing shareholders to about 4%.
  • The deal includes a 1-for-5 reverse stock split, reducing authorized shares from 200 million to 40 million.
  • The adjusted share price under the agreement is set at $3.05, or $15.25 post-split.

Air Industries Group (NYSE American: AIRI) has finalized a revised merger agreement with Tenax Aerospace Acquisition, marking a significant shift in its capital structure. The deal, announced in early July 2026, replaces earlier terms and sets new conditions for share issuance and ownership distribution.

Revised Merger Terms

The amended agreement eliminates a previously planned post-closing tender offer and introduces a fixed share issuance. Air Industries Group will distribute 126,900,000 shares to Tenax members, equating to 25,380,000 shares after a mandatory reverse stock split. This adjustment reflects a strategic realignment of the company’s equity.

Ownership Restructuring

Post-merger, Tenax members will control approximately 96% of Air Industries Group’s outstanding shares. Existing shareholders will retain about 4% ownership, a sharp reduction from their current stake. The shift underscores the scale of the transaction and its impact on equity distribution.

Reverse Stock Split Details

The agreement mandates a 1-for-5 reverse stock split, reducing the number of authorized shares from 200 million to 40 million. This move aims to consolidate share value and align with the revised merger terms. The split will occur after an amendment to the company’s articles of incorporation.

Share Price Adjustments

Under the new terms, the debt-adjusted share price is set at $3.05, or $15.25 post-split. This pricing reflects the transaction’s valuation framework and ensures parity for all parties involved. The figure is subject to adjustments for corporate actions like stock dividends or recapitalizations.

Regulatory and Approval Path

The merger requires shareholder approval for two key proposals: increasing authorized shares from 20 million to 200 million and permitting written consent for stockholder actions.

Debt Settlement Provisions

As part of the agreement, Tenax or its affiliates will settle Air Industries Group’s outstanding debt to Webster Bank and directors Michael and Robert Taglich. This provision addresses existing financial obligations and clears the path for the merger’s completion.

Closing Conditions

The transaction is contingent on customary conditions, including regulatory clearances and the absence of material adverse effects. The Hart-Scott-Rodino waiting period has already expired, removing a key antitrust hurdle. Shareholder approval remains the final step before closing.

This article is for informational purposes only and does not constitute financial advice. Please consult a licensed financial adviser before making investment decisions.