Air Industries Group filed a Form 8-K on November 12, 2026, reporting that it received a letter dated November 7, 2026, from Tenax Aerospace Acquisition, LLC alleging a breach of their merger agreement, and disclosing the company's denial of those claims.

Key Highlights

  • Letter received November 7, 2026: Tenax Aerospace Acquisition, LLC sent Air Industries Group a letter claiming the company breached the Amended and Restated Agreement and Plan of Merger dated July 2, 2026, as amended.
  • Disputed actions: Tenax alleged that Air Industries Group's amendment to its Loan and Security Agreement extending its maturity date, and amendments to its Subordinated Notes, were made without Tenax's prior written consent.
  • Rights reserved: According to the filing, Tenax stated it does not consent to the amendments to the Subordinated Notes and "reserves all of its rights under the merger agreement."
  • Company denial: Air Industries Group denies the claims, stating the fee paid to its primary lender for the maturity extension "is not material."
  • Director duty cited: The company asserted "it would have been a breach of the duties of the Company's directors to allow the Loan and Security Agreement to expire" before the November 30, 2026, maturity date if the merger was not completed in time.
  • Subordinated Notes terms: The filing states holders of the Subordinated Notes "will receive no consideration for their agreement to extend the maturity date of their notes if the contemplated merger closes by November 30, 2026," at which time those notes are to be repaid.

Tenax Merger Dispute: What Air Industries Group Disclosed

According to the Form 8-K filed with the SEC, Air Industries Group (NYSE American:AIRI) disclosed that on November 7, 2026, it received a letter from Tenax Aerospace Acquisition, LLC, the counterparty in a pending merger under an Amended and Restated Agreement and Plan of Merger dated July 2, 2026, as amended. In the letter, Tenax claimed that the company's amendment to its Loan and Security Agreement with its primary lender, which extended that agreement's maturity date, as well as amendments to the company's Subordinated Notes, constituted a breach of the merger agreement because they were made without Tenax's prior written consent.

The filing reports that Tenax also stated it does not consent to the Subordinated Note amendments, that it has not provided consent to the Loan and Security Agreement amendment, and that it reserves all of its rights under the merger agreement. A copy of the November 7, 2026, letter from Tenax is attached as Exhibit 99.1 to the filing.

Air Industries Group, through its Acting Chief Executive Officer and President Scott Glassman, who signed the filing dated November 10, 2026, denies the claims. The company characterized extending the Loan and Security Agreement before its November 30, 2026, maturity date as a director's duty in the event the merger was not completed in time, and noted that Subordinated Note holders would receive no consideration for their maturity extension if the merger closes by that date.

What Was Disclosed

Air Industries Group disclosed receipt of a November 7, 2026, letter from Tenax Aerospace Acquisition, LLC alleging a merger agreement breach over loan and note amendments, along with the company's denial of those allegations and its rationale for the amendments.