Air Industries Group entered into a definitive Agreement and Plan of Merger to combine with Tenax Aerospace Acquisition, LLC in a stock-for-stock transaction. Tenax members will receive approximately 112.5 million shares of AIR common stock, resulting in Tenax shareholders owning approximately 95% of the combined company, which is expected to remain listed on the NYSE American.
Key takeaways
Air Industries Group entered into a Merger Agreement with Tenax Aerospace Acquisition, LLC on February 16, 2026.
Tenax shareholders are expected to own approximately 95% of the combined company, while existing Air shareholders will own approximately 5%.
Based on preliminary calculations, Air will issue approximately 112.5 million shares of common stock at a Debt Adjusted Share Price of $3.44 per share.
The combined company reported preliminary pro-forma revenue of approximately $183.3 million and Adjusted EBITDA of approximately $65.0 million for the fiscal year ended December 31, 2025.
The transaction is subject to Air shareholder approval and is expected to close before June 30, 2026.
Air will pay a termination fee of $1,250,000 if the agreement is terminated to accept a Superior Proposal.