Placement Agency Agreement
On May 17, 2018 Air Industries Group (the “Company”) entered into a Placement Agency Agreement with Taglich Brothers, Inc., as placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to offer on behalf of the Company, on a best efforts basis, up to $1,250,000 of the Company’s Subordinated Notes due May 31, 2019 (the “Notes”) to accredited investors (the “Offering”), together with a number of shares of Common Stock equal to 30% of the amount invested divided by the closing price of the Common Stock on the trading day immediately preceding the date of purchase, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes and shares of Common Stock sold in the Offering are sometimes collectively referred to in this report as the “Securities.”
Under the terms of the Placement Agency Agreement, the Placement Agent is entitled to a placement agent fee equal to 4% of the gross proceeds of the Offering, payable at the Company’s option, in cash or additional notes and shares on the terms sold to subscribers.
Subscription Agreements
The Company has entered into subscription agreements with three accredited investors for the purchase of an aggregate of $1,200,0000 principal amount of Notes, together with a total of 215,062 shares of Common Stock, including $1,000,000 principal amount of Notes and 178,571 shares of Common Stock to be issued to Michael Taglich, and $100,000 principal amount of Notes and 17,857 shares of Common Stock to be issued to Robert Taglich, each of whom is a director and principal stockholder of the Company and a principal of Taglich Brothers, Inc.
Item 3.02 Sale of Unregistered Equity Securities.
On May 18, 2018 and May 21, 2018, the Company issued sold an aggregate principal amount of $1,200,000 of Notes, together with a total of 215,062 shares of Common Stock for a total purchase price of $1,200,000 to three accredited investors. Michael Taglich purchased $1,000,000 principal amount of Notes and 178,571 shares of Common Stock for a purchase price of $1,000,000 and Robert Taglich purchased $100,000 principal amount of Notes and 178,571 shares of Common Stock for a purchase price of $1,000,000. Seventy percent (70%) of the total purchase price for the Securities purchased by each investor has been allocated to the Notes with the remaining thirty percent (30%) allocated to the shares of Common Stock purchased. The number of shares purchased by Michael and Robert Taglich was calculated based upon $1.68, the closing price of the Common Stock on May 20, 2018, the trading day immediately preceding the date of purchase.
Interest on the Notes is payable on the outstanding principal amount thereof at the rate of one percent (1%) per month, payable monthly commencing June 30, 2018. Upon the occurrence and continuation of a failure to pay accrued interest, interest shall accrue and be payable on such amount at the rate of 1.25% per month; provided that upon the occurrence and continuation of a failure to timely pay the principal amount of the Note, interest shall accrue and be payable on such principal amount at the rate of 1.25% per month and shall no longer be payable on interest accrued but unpaid.
For acting as placement agent of the Securities, Taglich Brothers, Inc. is entitled to a placement agent fee equal to 4% of the gross proceeds of the Offering, payable at the Company’s option, in cash or additional notes and shares of Common Stock on the terms sold to subscribers.
The Notes, as well as the shares of Common Stock, issued to the purchasers of the Securities and the placement agent, were issued pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, and were endorsed with the customary Securities Act legend.
Recent AIRI News
- Air Industries Group Reports Preliminary Fourth Quarter and Full-Year 2023 Financial Results and Initial 2024 Business Outlook • Business Wire • 04/01/2024 08:00:00 PM
- Air Industries Group To Preliminary Report Q4 and FY 2023 Results on April 1, 2024 and Schedules Earnings Conference Call • Business Wire • 03/27/2024 09:06:00 PM
- Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend] • Edgar (US Regulatory) • 02/05/2024 09:30:10 PM
- Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend] • Edgar (US Regulatory) • 02/05/2024 09:30:10 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 01/23/2024 02:00:29 PM
- Air Industries Group Receives Two Strategically Important New Contracts from New Customers • Business Wire • 01/23/2024 01:30:00 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 01/10/2024 09:09:51 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 01/10/2024 09:08:18 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 01/10/2024 09:06:53 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 01/03/2024 01:45:07 PM
- Air Industries Group Subsidiary Sterling Engineering Corporation Receives $3.2M in New Contracts • Business Wire • 01/03/2024 01:30:00 PM
- Form S-8 - Securities to be offered to employees in employee benefit plans • Edgar (US Regulatory) • 12/13/2023 09:29:22 PM
- Air Industries Group Announces Results for Third Quarter Ended September 30, 2023 and Comments on Business Outlook • Business Wire • 12/06/2023 09:30:00 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 12/06/2023 09:05:49 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 11/29/2023 09:50:08 PM
- Air Industries Group Receives Notice from NYSE American Regarding Late Filing of Quarterly Report on Form 10-Q • Business Wire • 11/29/2023 09:30:00 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 11/27/2023 08:00:10 PM
- Form NT 10-Q/A - Notification of inability to timely file Form 10-Q or 10-QSB: [Amend] • Edgar (US Regulatory) • 11/21/2023 09:30:10 PM
- Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB • Edgar (US Regulatory) • 11/15/2023 07:31:00 PM
- Form 3 - Initial statement of beneficial ownership of securities • Edgar (US Regulatory) • 10/24/2023 09:34:23 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 10/19/2023 04:00:10 PM
- Air Industries Group Announces CFO Transition • Business Wire • 10/19/2023 12:30:00 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 10/04/2023 08:25:04 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 10/04/2023 08:24:26 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 10/04/2023 08:23:50 PM
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