Air Industries Group filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 8, 2025, Air Industries Group (the “Company”) filed with the Secretary of State of Nevada a Certificate of Amendment to its Articles of Incorporation increasing the number of shares of common stock, par value $0.001 per share, it is authorized to issue from 6,000,000 to 20,000,000 shares. As previously advised in its Report on Form 8-K filed June 27, 2025, the increase was approved by the Company’s shareholders at its annual meeting held on June 26, 2025.
The foregoing summary of the amendment to the Company’s Certificate of Incorporation is qualified in its entirety by reference to the text of the Certificate of Amendment which is attached as Exhibit 3.01 to this Form 8-K.
Pursuant to a resolution approved by its Board of Directors, effective July 8, 2025, the Company adopted an amendment to the quorum requirement contained in Section 2.07 of the Company’s Amended and Restated Bylaws (“Bylaws”) to provide that the holders of thirty-three and one third percent (33.33%) of the outstanding shares of Common Stock entitled to vote at a shareholders meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. Prior to the Amendment, the Bylaws provided that a quorum at a meeting of shareholders consisted of a majority of the shares entitled to vote then issued and outstanding, present in person or represented by proxy.
The foregoing summary of the amendment to the quorum requirement in the Company’s Bylaws is qualified in its entirety by reference to the text of the Company’s Bylaws as Amended and Restated, which are attached as Exhibit 3.02 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.01 | Certificate of Amendment increasing authorized shares of Common Stock | |
| 3.02 | Amended and Restated Bylaws of the Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 10, 2025
| AIR INDUSTRIES GROUP | ||
| By: | /s/ Scott Glassman | |
| Scott Glassman | ||
| Chief Financial Officer | ||
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