The merger is a de facto acquisition of AIR by Tenax, with existing shareholders retaining only a 4% stake. The key binary catalyst is the November 18 special meeting — if stockholders fail to approve the three required proposals, the merger fails, and AIR faces a near-term liquidity crisis given its November 30 credit facility maturity and non-renewal by Webster Bank. Monitor proxy solicitation results and any competing proposals.
Price Chart
Executive Summary
Air Industries Group filed an amended S-4 registration statement to register 25,380,000 shares of common stock (post-reverse-split) to be issued in connection with its reverse merger with Tenax Aerospace Acquisition, LLC. Existing AIR stockholders will be diluted to approximately 4% ownership of the combined company, while Tenax members will hold ~96%. The special meeting to approve the stock issuance, authorized shares increase, and written consent proposals is scheduled for November 18, 2026.
Key Facts
- AIR will issue 126,900,000 shares (adjusted to 25,380,000 post-reverse-split) to Tenax members and warrantholders as merger consideration.
- Existing AIR stockholders will own approximately 4% of the combined company on a fully diluted basis; Tenax members will own approximately 96%.
- Thomas Foley will own approximately 52% of the fully diluted shares post-merger, making AIR a controlled company.
- AIR's net senior and subordinated debt of approximately $26.1 million as of August 31, 2026 will be repaid by Tenax at closing.
- AIR's credit facility with Webster Bank matures November 30, 2026, and the bank has indicated it will not renew; subordinated notes mature December 1, 2026.
- AIR reported a net loss of $1,866,000 for H1 2026 and $1,305,000 for FY2025, with net sales declining 4.8% and 13.0% respectively.
- The merger is expected to close in Q4 2026, subject to stockholder approval and other conditions.
- AIR stockholders will receive non-transferable redemption rights exercisable on the first anniversary of closing at 107.3% of the Debt Adjusted AIR Share Price ($3.05).
Financial Impact
Existing AIR stockholders face ~96% dilution. Tenax will repay ~$26.1M of AIR debt at closing. Tenax has secured a $30M delayed draw term loan facility to fund the repayment.
Risk Factors
- Stockholders may not approve the stock issuance, authorized shares increase, or written consent proposals, causing the merger to fail.
- If the merger fails, AIR may be unable to refinance its credit facility or subordinated debt, raising going-concern risk.
- The combined company may fail to meet NYSE American initial listing requirements (minimum $4.00 share price, $15M public float) despite the reverse stock split.
- Integration of two different operating models may be complex and costly, and anticipated synergies may not materialize.
- Thomas Foley's ~52% ownership concentration may disenfranchise minority stockholders.
Investment Themes
Documents Analyzed
This report is based on 10 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4/A Filing (Primary) | 0001213900-26-111690 |
| Document: ea029819204ex5-1.htm | 0001213900-26-111690 |
| Document: ea029819204ex8-1.htm | 0001213900-26-111690 |
| Document: ea029819204ex15-1.htm | 0001213900-26-111690 |
| Document: ea029819204ex23-2.htm | 0001213900-26-111690 |
| Document: ea029819204ex23-4.htm | 0001213900-26-111690 |
| Document: ea029819204ex23-3.htm | 0001213900-26-111690 |
| Document: 0001213900-26-111690-index-headers.html | 0001213900-26-111690 |
| Document: 0001213900-26-111690-index.html | 0001213900-26-111690 |
| Document: 0001213900-26-111690.txt | 0001213900-26-111690 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 3d ago | S-4/A | $2.53 | awaiting T+60 | — | $2.60 (−2.77%) |
Aug 3, 2026 12w ago | 8-K | $2.66 | awaiting T+60 | — | $2.60 (−2.26%) |
Jul 22, 2026 13w ago | S-4 | $2.67 $2.53 | ▲ +5.24% | ▲ +9.80% | $2.60 (+2.62%) |
May 5, 2026 24w ago | PREM14A | $3.04 $2.68 | ▲ +11.84% | ▲ +13.90% | $2.60 (+14.47%) |
Feb 27, 2026 34w ago | 8-K | $3.38 $3.05 | ▼ −9.76% | ▼ −19.15% | $2.60 (−23.08%) |
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