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):
December 31, 2008
AIR INDUSTRIES GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-29245 20-4458244
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State of Commission IRS Employer
Incorporation File Number I.D. Number
1479 North Clinton Avenue, Bay Shore, NY 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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities
On December 31, 2008, Air Industries Group, Inc. (the "Company") issued a
warrant to purchase 137,138 shares of its series B convertible preferred stock
to Taglich Brothers, Inc. for nominal consideration. The warrant is intended to
compensate Taglich Brothers, Inc. for its continued efforts to raise funds on
behalf of the Company. The warrant may be exercised until December 31, 2015. The
exercise price of the warrant is $0.01 per share. The exercise price and number
of shares of series B convertible preferred stock issuable upon exercise are
subject to adjustment for stock dividends, stock splits, and recapitalizations,
as well as mergers and certain corporate reorganizations . The warrant also
includes a cashless exercise feature. In addition, the warrant gives the Company
a right of first refusal with respect to the sale of shares of series B
convertible preferred stock issuable upon exercise of the warrants and shares of
common stock issuable upon conversion of the series B convertible preferred
stock whereby the Company can purchase the shares for less than the amount for
which the shares are to be sold to a third party.
In connection with the ongoing offering of the Company's junior subordinated
notes and series B convertible preferred stock which commenced in September 2008
the Company initially agreed to pay Taglich Brothers, Inc. a fee of 10% of the
amount of new money raised and 8% of the amount of its outstanding junior
subordinated notes converted into the junior subordinated notes (the "New Junior
Subordinated Notes") and shares of series B convertible preferred stock issued
in that offering. Taglich Brothers, Inc. has agreed that such fee will be paid
in kind with New Junior Subordinated Notes and shares of series B convertible
preferred stock. In addition, the Company granted Taglich Brothers, Inc. the
right to designate a total of three nominees for election to our Board of
Directors, which nominees are Michael N. Taglich, Robert F. Taglich and Robert
Schroeder.
Michael N. Taglich, Chairman of the Company's Board of Directors, is President
and Chairman of Taglich Brothers, Inc. Robert F. Taglich is a Managing Director
of, and Robert Schroeder is Vice President - Investment Banking of, Taglich
Brothers, Inc.
The Company believes that the terms of the warrant are not less favorable than
could have been obtained from an unaffiliated third party.
The warrant was issued pursuant to exemptions from the registration requirements
of the Securities Act provided by Section 4(2) of the Securities Act and Rule
506 of Regulation D promulgated thereunder. Taglich Brothers, Inc. is an
accredited investor within the meaning of Rule 501 (a) of Regulation D.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
4.1 Form of Warrant Agreement dated as of December 31, 2008 between Air
Industries Group, Inc. and Taglich Brothers, Inc.
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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: January 7, 2009
AIR INDUSTRIES GROUP, INC.
By: /s/ Peter Rettaliata
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Peter Rettaliata
President and Chief Executive Officer
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Exhibit Index
Exhibit No. Description
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4.1 Form of Warrant Agreement dated as of December 31, 2008
between Air Industries Group, Inc. and Taglich Brothers, Inc.