UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendment and Restatement of Certificate of Incorporation
In connection with the closing of the initial public offering (the “IPO”) of shares of common stock, par value $0.000001 per share (“Common Stock”), of AIRO Group Holdings, Inc. (the “Company”), on June 16, 2025, the Company filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware. The Company’s board of directors (the “Board”) and stockholders previously approved the Amended and Restated Certificate to be effective as of immediately prior to the closing of the IPO.
Amendment and Restatement of Bylaws
Effective as of June 16, 2025, the Company adopted the amended and restated bylaws (the “Amended and Restated Bylaws”) in connection with the closing of the IPO. The Board and stockholders previously approved the Amended and Restated Bylaws to be effective as of immediately prior to the closing of the IPO.
The foregoing descriptions of the Amended and Restated Certificate and Amended and Restated Bylaws are qualified in their entirety by reference to the full text of the Amended and Restated Certificate and Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.
| Item 8.01 | Other Events. |
Concurrently with the closing of the IPO, the Company also issued warrants to purchase up to 345,000 shares of Common Stock to certain of the underwriters, at an exercise price of $11.00 per share (the “Underwriter Warrants”). The Underwriter Warrants are exercisable, in whole and in part, from time to time beginning on December 12, 2025, and expire on June 12, 2030. The foregoing description of the Underwriter Warrants is qualified in its entirety by reference to the full text of the Underwriter Warrants, which is filed as Exhibit 4.1 hereto, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company. | |
| 3.2 | Amended and Restated Bylaws of the Company, as currently in effect (incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-285149), filed with the Commission on April 10, 2025). | |
| 4.1 | Form of Underwriter Warrants. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| AIRO GROUP HOLDINGS, INC. | ||
| By: | /s/ Captain Joseph D. Burns | |
| Captain Joseph D. Burns | ||
| Chief Executive Officer | ||
Dated: June 16, 2025