On Saturday, November 7, 2026, Air Industries Group (the "Company") received a letter from Tenax Aerospace Acquisition, LLC ("Tenax") in which Tenax claimed that the entry by the Company into the amendment to the Company’s Loan and Security Agreement with its primary lender extending the maturity date of such agreement and the amendments to the Company’s Subordinated Notes, among other things, extending the maturity date of such notes to comply with the Company’s obligations under the Loan and Security Agreement without the prior written consent of Tenax would constitute a breach under the Amended and Restated Agreement and Plan of Merger dated July 2, 2026, as amended. In the letter, Tenax also stated that it does not consent to the amendments to the Subordinated Notes, that it has not provided its consent to the amendment to the Loan and Security Agreement and that it reserves all of its rights under the merger agreement. A copy of the letter is annexed as Exhibit 99.1 hereto.
The Company denies the claims made by Tenax and notes that the fee paid to its primary lender for its agreement to extend the maturity date of the Loan and Security Agreement is not material and that it would have been a breach of the duties of the Company’s directors to allow the Loan & Security Agreement to expire in the event the contemplated merger with Tenax was not consummated prior to the November 30, 2026, maturity date of the Loan and Security Agreement. The Company notes further that the holders of the Subordinated Notes will receive no consideration for their agreement to extend the maturity date of their notes if the contemplated merger closes by November 30, 2026, at which time the Subordinated Notes are to be repaid.