8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

April 11, 2025

AIR INDUSTRIES GROUP

(Exact Name of Registrant as Specified in its Charter)

1460 Fifth Avenue, Bay Shore, New York 11706

(Address of Principal Executive Offices)

Registrant’s telephone number: (631) 968-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.08 Shareholder Director Nominations

The Board of Directors of Air Industries Group (“Air Industries” or the “Company”) has established June 26, 2025 as the date of the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) and April 30, 2025, as the record date for determining stockholders entitled to notice of and to vote at the 2025 Annual Meeting.  Because the Company intends to hold the 2025 Annual Meeting on a date which is more than 30 days from the date on which it held its Annual Meeting of Stockholders in 2024, stockholders of the Company who wish to nominate a candidate for election to the Board of Directors of the Company must ensure that the notice on Schedule 14N (§ 240.14n–101) required pursuant to § 240.14a–18, as applicable, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is received by the Company’s Secretary at Air Industries Group, 1460 Fifth Avenue, Bay Shore, New York 11706, on or before the close of business on April 29, 2025, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Further, if a stockholder desires to have a proposal considered for inclusion in the Company’s proxy materials for the 2025 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, he must ensure that such proposal is received by the Company’s Secretary at the address specified above on or before the close of business on April 29, 2025.  Any such proposal must also meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion in the proxy materials for the 2025 Annual Meeting.  The April 29, 2025 deadline will also apply in determining whether notice of a stockholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c) of the Exchange Act.

In addition, in accordance with the requirements contained in the Company’s Amended and Restated By-Laws, stockholders who wish to bring business before the 2025 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of such proposal (including all of the information specified in the Company’s Amended and Restated By-Laws) is received by the Company’s Secretary at the address specified above no later than the close of business on April 26, 2025.  Any such proposal must meet the requirements set forth in the Company’s Amended and Restated By-Laws in order to be brought before the 2025 Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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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: April 16, 2025

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