Air Industries Amends Tenax Merger, Fixes Issuance at 126.9 Million Pre-Split Shares
Air Industries Group and Tenax Aerospace signed an Amended and Restated Merger Agreement on July 2, 2026, replacing the February 16, 2026 agreement. The revised deal fixes the share issuance and gives Tenax members about 96% of the combined company's common stock, leaving existing AIR stockholders with about 4%, which would be a major dilution for current shareholders if the merger closes.
Key points
- Merger Consideration fixed at 126,900,000 AIR shares before the 1-for-5 reverse split (25,380,000 after), with the Debt Adjusted AIR Share Price set at $3.05 ($15.25 post-split).
- Stockholders must approve raising authorized shares from 20 million to 200 million and the share issuance that would result in a change in control; the Closing must occur by September 30, 2026.
- The tender offer in the original agreement for up to 1,000,000 shares has been eliminated.
- Termination fees of $1,250,000 apply in specified circumstances, and AIR may reimburse Tenax up to $500,000 if stockholders do not approve the transaction.
The filing
Written by AI on Nov 9, 2026, 8:29 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on July 09, 2026.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.