AIRO Group Holdings, Inc. filed a Form 8-K on November 13, 2026, disclosing that on November 12, 2026, it entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. to establish an at-the-market common stock offering program.

Key Highlights

  • Agreement date: The Sales Agreement with Cantor Fitzgerald & Co. was executed on November 12, 2026.
  • Offering structure: The program allows the company to issue and sell shares of common stock, par value $0.000001 per share, from time to time at its sole discretion through or to the Agent.
  • Agent commission: The company will pay Cantor Fitzgerald & Co. a commission equal to 3.0% of the gross sales proceeds of any Placement Shares sold under the Sales Agreement.
  • Registration statement: Sales will be made pursuant to the company's registration statement on Form S-3 (File No. 333-300004) once it becomes effective.
  • No obligation to sell: According to the filing, the company "is not obligated to make any sales of Common Stock under the Sales Agreement."
  • Termination rights: Either party may terminate the agreement upon 10 business days' written notice, or the Agent may terminate immediately upon certain specified events.

AIRO Group's At-the-Market Offering Program Details

AIRO Group Holdings, Inc. (NASDAQ:AIRO), an emerging growth company incorporated in Delaware and headquartered in McLean, Virginia, disclosed the entry into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. acting as agent. According to the filing, the agreement permits the company to sell shares of its common stock through or to the Agent by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Global Market or into any other existing trading market for the Common Stock.

The filing states that the Agent will use "commercially reasonable efforts to sell the Placement Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose)." The company has also agreed to reimburse certain legal expenses and fees incurred by the Agent in connection with the transactions contemplated by the Sales Agreement, in addition to providing the Agent with customary indemnification and contribution rights.

The Sales Agreement was filed as Exhibit 1.1 and incorporated by reference to Exhibit 1.2 of the company's registration statement on Form S-3 (File No. 333-300004), which was filed with the Commission on November 12, 2026. The Form 8-K was signed by Dr. Mariya Pylypiv, Chief Financial Officer, and includes a notice that the filing does not constitute an offer to sell or a solicitation of an offer to buy the Placement Shares.

What Was Disclosed

AIRO Group Holdings, Inc. reported entry into an at-the-market equity offering Sales Agreement with Cantor Fitzgerald & Co., dated November 12, 2026, under which the company may sell common stock from time to time at a 3.0% agent commission, subject to an effective Form S-3 registration statement.