Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 02, 2024

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AIR T, INC.

(Exact Name of Registrant as Specified in Charter)

______________________________________________________________________________

Delaware

001-35476

52-1206400

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

11020 David Taylor Drive, Suite 305,

Charlotte, North Carolina 28262

(Address of Principal Executive Offices, and Zip Code)

________________(980) 595-2840__________________

Registrant’s Telephone Number, Including Area Code

Not applicable___

(Former Name or Former Address, if Changed Since Last Report)

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AIRT	NASDAQ Capital Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)	AIRTP	NASDAQ Global Market


			Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐			Emerging growth company
☐			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.

On August 7, 2024, Air T, Inc. (the “Company”) announced that Brian Ochocki will resign as Chief Financial Officer of the Company effective as of September 3, 2024. Mr. Ochocki will assist the Company to help transition his job responsibilities prior to his resignation. The Employment Agreement among the Company and Mr. Ochocki will terminate effective upon his resignation. Mr. Ochocki agreed to a release of any and all claims against the Company and its affiliates and related parties which in any way relate to Mr. Ochocki’s employment and association with the Company or the termination of that employment and association.

Mr. Ochocki will be entitled to the following in exchange for his covenants and releases: (a) Mr. Ochocki’s salary through the effective date of resignation, less applicable payroll deductions, within 14 days following the effective date of the release; (b) any prorated incentive payment for the fiscal year ending March 31, 2025, in the amount, if any, recommended by the CEO and approved by the Compensation Committee of the Board of Directors of the Company; and (c) the forfeiture of any non-vested stock options or restricted stock previously awarded to Mr. Ochocki under the Company’s equity incentive plans.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported under Item 1.01 above, the Company announced on August 7, 2024 that Brian Ochocki will resign as Chief Financial Officer of the Company effective as of September 3, 2024. Mr. Ochocki is resigning for personal reasons and there were no disagreements between Mr. Ochocki and the Company. His departure is not related to the operations, policies or practices of the Company or any issues regarding accounting policies or practices.

The Board of Directors of the Company has commenced a search of potential internal and external candidates to replace Mr. Ochocki. In the interim, the Company will appoint Tracy Kennedy, the Company’s Chief Accounting Officer, to assume the duties of principal financial officer of the Company effective September 3, 2024.

A copy of the press release announcing Mr. Ochocki’s resignation is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(d) Exhibits


			99.1			Press Release issued by Air T, Inc. on August 7, 2024 announcing the resignation of Brian Ochocki

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 7, 2024

AIR T, INC.

By: /s/ Nick Swenson

Nick Swenson, Chief Executive Officer

Air T, Inc. Announces Departure of Brian Ochocki, Chief Financial Officer Minneapolis, MN, August 7, 2024 -- Air T, Inc. (NASDAQ: AIRT) today announced that its Chief Financial Officer, Brian Ochocki, is departing the Company on or about September 3, 2024. Mr. Ochocki commented, “I made this difficult decision with mixed feelings. Until recently, I had intended to remain with Air T for the remainder of my career. However, I have been given the opportunity to become the CFO of a local company that I have long admired in an industry that I enjoy. It has been a privilege to work with the strong, dedicated team at Air T. I am proud of what we have accomplished together and am confident that the company is well-positioned for continued success.” Nick Swenson, Chairman and CEO of the Company stated, "Brian has been a fantastic contributor to Air T’s growth and success. I am personally sad to see him go. We would like to extend our sincere gratitude to Brian for his contributions to Air T over the last 5 years. He has played a crucial role in guiding the Company through the difficult pandemic years, building out the accounting and finance functions, and completing several financing and M&A transactions. Brian is a great CFO. We wish him all the best in his new endeavor." The Company has initiated a search for a successor who will build on this strong foundation. In the interim, Tracy Kennedy, Chief Accounting Officer, will oversee the financial operations of the Company. Ms. Kennedy has earned increasing levels of responsibility over her six years at Air T. NOTE REGARDING STAKEHOLDER QUESTIONS If you have questions related to this release or other Air T matters, please use our interactive Q&A capability, through Slido.com, accessible from our website, to submit your questions. We intend to keep that link open and available for shareholder questions. Questions submitted through Slido will be answered "live" and in writing at our Annual Meeting, and via a written response on a quarterly basis. Note that legal and pragmatic requirements restrict us from answering every question posted, yet we intend to address all reasonable and relevant questions with a written answer. ABOUT AIR T, INC. Established in 1980, Air T Inc. is a portfolio of powerful businesses and financial assets, each of which is independent yet interrelated. Its core segments are overnight air cargo, ground equipment sales, commercial jet engines and parts, and corporate and other. We seek to expand, strengthen and diversify Air T's after-tax cash flow per share. Our goal is to

build Air T's core businesses, and when appropriate, to expand into adjacent and other industries. We seek to activate growth and overcome challenges while delivering meaningful value for all stakeholders. For more information, visit www.airt.net. FORWARD-LOOKING STATEMENTS Certain statements in this Report, including those contained in "Overview," are "forward- looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company's financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements include those preceded by, followed by or that include the words "believes", "pending", "future", "expects," "anticipates," "estimates," "depends" or similar expressions. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements, because of, among other things, potential risks and uncertainties, such as: • An inability to finance our operations through bank or other financing or through the sale or issuance of debt or equity securities; • Economic and industry conditions in the Company's markets; • The risk that contracts with FedEx Corporation ("FedEx") could be terminated or adversely modified; • The risk that the number of aircraft operated for FedEx will be reduced; • The risk that GGS customers will defer or reduce significant orders for deicing equipment; • The impact of any terrorist activities or armed conflict on United States soil or abroad; • The Company's ability to manage its cost structure for operating expenses, or unanticipated capital requirements, and match them to shifting customer service requirements and production volume levels; • The Company's ability to meet debt service covenants and to refinance existing debt obligations; • The risk of injury or other damage arising from accidents involving the Company's overnight air cargo operations, equipment or parts sold and/or services provided; • Market acceptance of the Company's commercial and military equipment and services;

• Competition from other providers of similar equipment and services; • Changes in government regulation and technology; • Changes in the value of marketable securities held as investments; • Mild winter weather conditions reducing the demand for deicing equipment; • Market acceptance and operational success of the Company's relatively new aircraft asset management business and related aircraft capital joint venture; and • Despite our current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. CONTACT Air T, Inc. Nick Swenson, CEO nswenson@airt.net

Cover	Aug. 07, 2024
Entity Information
Document Type	8-K
Document Period End Date	Aug. 07, 2024
Entity Registrant Name	AIR T, INC.
Entity Incorporation, State	DE
Entity File Number	001-35476
Entity Tax Identification Number	52-1206400
Entity Address, Street	11020 David Taylor Drive, Suite 305,
Entity Address, City	Charlotte
Entity Address, State	NC
Entity Address, Postal Zip Code	28262
City Area Code	980
Local Phone Number	595-2840
Written Communications	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000353184
Amendment Flag	false
Document Effective Date	Aug. 02, 2024
Soliciting Material	false
Common Stock
Entity Information
Title of 12(b) Security	Common Stock
Trading Symbol	AIRT
Security Exchange Name	NASDAQ
Cumulative Capital Securities
Entity Information
Title of 12(b) Security	Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)
Trading Symbol	AIRTP
Security Exchange Name	NASDAQ