J.F. Lehman to Acquire Air Industries Group for $43.7M

TL;DR

AIR acquired by J.F. Lehman for $43.7M ($1.75/share), closing Q1 2025.

AI Summary

Air Industries Group announced on October 16, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of J.F. Lehman & Company. The transaction is valued at approximately $43.7 million, with J.F. Lehman & Company paying $1.75 per share in cash for all outstanding shares of Air Industries Group common stock. This acquisition is expected to close in the first quarter of 2025, subject to customary closing conditions.

Why It Matters

This acquisition by J.F. Lehman & Company signifies a change in ownership for Air Industries Group, potentially impacting its strategic direction and operations.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, and there is always a risk that such transactions may not be completed.

Key Numbers

• $43.7M — Transaction Value (Total amount J.F. Lehman & Company will pay for Air Industries Group.)
• $1.75 — Price Per Share (Cash amount to be paid for each outstanding share of Air Industries Group common stock.)

Key Players & Entities

• Air Industries Group (company) — Company being acquired
• J.F. Lehman & Company (company) — Acquiring company
• $43.7 million (dollar_amount) — Total transaction value
• $1.75 (dollar_amount) — Price per share
• October 16, 2024 (date) — Date of announcement
• first quarter of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 AIRI NYSE American Indicate by ch

Filing Documents

• ea021771901-8k_airindust.htm (8-K) — 27KB
• ea021771901ex99-1_airindust.htm (EX-99.1) — 10KB
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• 0001213900-24-087973.txt ( ) — 6585KB
• airi-20241016.xsd (EX-101.SCH) — 3KB
• airi-20241016_lab.xml (EX-101.LAB) — 33KB
• airi-20241016_pre.xml (EX-101.PRE) — 22KB
• ea021771901-8k_airindust_htm.xml (XML) — 3KB

02 Results of Operations and Financial

Item 2.02 Results of Operations and Financial Condition. Lou Melluzzo, Chief Executive Officer of Air Industries Group will present at the MicroCap Rodeo Fall Conference, to be held on Wednesday, October 16th, 2024, in New York City. Mr. Melluzzo's presentation is scheduled to begin at 2:00 PM on October 16 th . Mr. Melluzzo's presentation will include certain information with respect to Air Industries' financial results for the quarter and nine months ended September 30, 2024, including, its backlog, book to bill ratio, operating income, sales, gross profit and margin, operating expense, operating income (loss) and EBITDA for the three and nine months ended September 30, 2024. Attached as Exhibit 99.2 to this Current Report is the form of presentation that Mr. Melluzzo intends to use in connection with his presentation. The financial information with respect to the periods ended September 30, 2024, is preliminary, based upon management's estimations and has not been reviewed or audited by the Company's independent accounting firm.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On October 16, 2024, Air Industries Group (the "Company") will issue a press release announcing that Lou Melluzzo, Chief Executive Officer of the Company will present at the MicroCap Rodeo Fall Conference, to be held on Wednesday, October 16th, 2024, in New York City. The presentation will be at 2:00 PM on October 16th and will be webcast live. Interested parties can obtain more information regarding the conference at www.microcaprodeo.com . The information in this Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed as "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by Air Industries under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Text of press release issued October 16, 2024, by Air Industries Group. 99.2 Air Industries Group Presentation dated October 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 16, 2024 AIR INDUSTRIES GROUP By: /s/ Scott Glassman Scott Glassman Chief Financial Officer 2

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View this 8-K filing on SEC EDGAR