AIR INDUSTRIES GROUP — M&A Activity 2015

Sep 1, 2015

8-K 1 e614040_8k-air.htm Unassociated Document Licensed to: edata Document Created using EDGARizerAgent 5.5.0.0 Copyright 1995 - 2014 Thomson Reuters. All rights reserved.

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):

August 31, 2015

AIR INDUSTRIES GROUP

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(Exact Name of Registrant as Specified in its Charter)

Nevada	001-35927	80-0948413
State of	Commission	IRS Employer
Incorporation	File Number	I.D. Number

360 Motor Parkway, Suite 100, Hauppauge, New York 11788

(Address of Principal Executive Offices)

Registrant's telephone number: (631) 881-4920

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On August 31, 2015, Air Industries Group entered into an Asset Purchase Agreement to acquire substantially all of the assets of Compaq Development Corporation (“Compaq”). In consideration for the assets Air Industries will pay $1,200,000, subject to a working capital adjustment, and assume certain of the liabilities of Compaq.

Compaq, located in Bay Shore, New York, provides specialized RFI/EMI shielded enclosures to customers in the aerospace and other industries.

The closing of the acquisition is expected to occur later this week.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Asset Purchase Agreement dated as of August 31, 2013 between Air Industries Group, on the one hand, and Compaq Development Corporation, Peter C. Rao and Vito Valenti, the shareholders of Compaq Development Corporation, on the other hand.

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: September 1, 2015

AIR INDUSTRIES GROUP
By:	/s/ Daniel R. Godin
	Daniel R. Godin
	President and CEO