Air Industries Group Sets 1-for-5 Reverse Stock Split, Effective Nov. 20

Air Industries Group (NYSE American: AIRI) will carry out a 1-for-5 reverse stock split effective 12:01 a.m. Eastern Time on Nov. 20, the company said in an 8-K filed Tuesday, Nov. 10. Shares will begin trading on a split-adjusted basis when the market opens that day.

Under the split, every five pre-split shares will automatically combine into one new share. The number of outstanding common shares will fall from 4,856,181 to about 971,237, before any shares issued under the company's pending merger agreement with Tenax Aerospace Acquisition, LLC.

Why the company is doing it

The company said that under Section 341 of the NYSE American Company Guide, a listed issuer that completes a reverse merger must meet initial listing standards, which include a minimum share price of $4.00. AIR's stock traded below $4.00 on the NYSE American, and the company said it could not assure the price would stay above that level when the Tenax merger takes effect.

What holders need to know

The ticker remains AIRI, and the new CUSIP number is 00912N 502. No fractional shares will be issued. Holders who would otherwise receive a fraction of a share will instead have it rounded up to the nearest whole share, and no cash or other consideration will be paid for fractions.

Holders with shares in brokerage accounts or street name do not need to take any action. Holders of stock certificates will receive instructions from the transfer agent, Broadridge Corporate Issuer Solutions, LLC, on exchanging old certificates for new ones.

The board authorized the split on Nov. 3. Under Nevada law, the board can approve a reverse split without shareholder approval when authorized and outstanding shares are proportionally reduced. The company will file a certificate of change before the merger closes, and a stockholder meeting on the authorized share increase is set for Nov. 18.