S-8

As filed with the Securities and Exchange Commission on August 16, 2022.

Registration No. 333-__________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Air T, Inc.
(Exact name of registrant as specified in its charter)

Delaware	52-1206400
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
5930 Balsom Ridge Road
Denver, North Carolina	28037
(Address of principal executive offices)	(Zip Code)

2020 Omnibus Stock and Incentive Plan
(Full title of the plan)

Nick Swenson	Copy to:
President and Chief Executive Officer	Philip T. Colton
Air T, Inc.	Winthrop & Weinstine, P.A.
5930 Balsom Ridge Road	225 South Sixth Street
Denver, North Carolina	Suite 3500
828-464-8741	Minneapolis, Minnesota 55402
(Name and address of agent for service)	Telephone: (612) 604-6400

(828) 464-8741
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

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 7(a)(2)(B) of the Securities Act. ☐

TABLE OF CONTENTS

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS	1
Item 1.Plan Information.	1
Item 2.Registrant Information and Employee Plan Annual Information.	1
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT	1
Item 3.Incorporation of Documents by Reference.	1
Item 4.Description of Securities.	2
Item 5.Interests of Named Experts and Counsel.	2
Item 6.Indemnification of Directors and Officers.	2
Item 7.Exemption from Registration Claimed.	2
Item 8.Exhibits.	2
Item 9.Undertakings.	3

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Items 1 and 2 of Part I of the Registration Statement on Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in this Part I will be sent or given to employees of Air T, Inc. (the “Company”) as specified by Rule 428(b)(1) under the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement on Form S-8 pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 1.Plan Information.

Item 2.Registrant Information and Employee Plan Annual Information.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The Company hereby incorporates by reference into this Registration Statement on Form S-8 the following documents previously filed by the Company with the Securities and Exchange Commission (the “SEC”):

(a)The description of the Company’s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), contained in Exhibits 4.2 to the Company’s Annual Report on Form 10-K filed with the SEC on June 25, 2021 (File No. 001-35476);

(b)The Company’s Annual Report on Form 10-K for the year ended March 31, 2022 filed with the SEC on June 28, 2022 (File No. 001-35476);

(c)The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the SEC on August 12, 2022 (File No. 001-35476);

(d)The Company’s definitive Proxy Statement filed with the SEC on July 5, 2022; and

(e)All other reports filed (but not furnished) by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year ended March 31, 2022 and before filing of a post-effective amendment which indicates that all securities offered by this registration statement have been sold or which deregisters all such securities then remaining to be sold.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the effective date of this Registration Statement and before the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold (excluding, however, any portion of such documents not deemed to be “filed” with the SEC pursuant to the rules of the SEC) shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. In no event, however, will any information that the Company discloses under Item 2.02 or Item 7.01 of any Current Report on Form 8-K that the Company may from time to time furnish to the SEC be incorporated by reference into, or otherwise become a part of, this Registration Statement, unless otherwise indicated therein. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

1

Item 4.Description of Securities.

The shares of the Company’s common stock offered pursuant to this Registration Statement are registered under Section 12(b) of the Exchange Act. The description of the Company’s common stock is incorporated by reference pursuant to Item 3.a. above.

Item 5.Interests of Named Experts and Counsel.

Not applicable.

Item 6.Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (“DGCL”) empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, and, for criminal proceedings, he had no reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify directors, officers, employees or agents in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the director, officer, employee or agent is adjudged to be liable to the corporation in the performance of his duty. Where a present or former director or officer is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such director or officer actually and reasonably incurred.

Section 145(g) permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,

Section 4 of Article VIII of the Company’s Bylaws provides that the Company “may maintain insurance, at its expense, to protect itself and any director, officer, or employee of the corporation or any person serving at the request of the corporation as a director, officer, manager, employee or agent of another corporation, association limited liability company, partnership, joint venture, trust or other enterprise, against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.”

Item 7.Exemption from Registration Claimed.

Not applicable.

Item 8.Exhibits.

The exhibits to this Registration Statement on Form S-8 are described on the Exhibit Index in this Registration Statement on Form S-8, which is incorporated herein by reference.

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Item 9.Undertakings.

(a)Rule 415 Offering.

The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)To include any material information with respect to the plan of distribution not previously described in the registration statement or any material change to such information in the registration statement.

Provided, however, that (A) paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)Filings Incorporating Subsequent Exchange Act Documents by Reference.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c)Request for Acceleration of Effective Date or Filing of Registration Statement Becoming Effective Upon Filing.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S 8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota on August 16, 2022.

    Air T, Inc.

    By: /s/ Nicholas John Swenson    

    Nicholas John Swenson

    Chairman, President & Chief Executive     Officer

    By: /s/ Brian Ochocki    

    Brian Ochocki

    Chief Financial Officer and Principal Financial     Officer

5

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Mark Jundt and Brian Ochocki, each of whom may act individually, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and re substitution for such person and in such person’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Nicholas John Swenson	Chairman, President & Chief Executive Officer	August 16, 2022
Nicholas John Swenson
/s/ Brian Ochocki	Chief Financial Officer and Principal Financial Officer	August 16, 2022
Brian Ochocki
/s/ Gary Sheldon Kohler	Director	August 16, 2022
Gary Sheldon Kohler
/s/ William Ryan Foudray	Independent Director	August 16, 2022
William Ryan Foudray
/s/ Raymond Edward Cabillot	Independent Director	August 16, 2022
Raymond Edward Cabillot
/s/ Peter McClung	Independent Director	August 16, 2022
Peter McClung
/s/ Travis Swenson	Independent Director	August 16, 2022
Travis Swenson

6

Exhibit Index

Exhibit No.	Description
3(i)	Restated Certificate of Incorporation, Certificate of Amendment to Certificate of Incorporation dated September 25, 2008, Certificate of Designation dated March 26, 2012 and Certificate of Designation dated December 15, 2014, incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10 Q for the period ended December 31, 2014 (Commission File No. 001-35476).
3(ii)	Certificate of Amendment to the Certificate of Incorporation of Air T, Inc. filed March 10, 2022 (filed herewith).
3(iii)	Amended and Restated By-laws of the Company, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated November 21, 2012 (Commission File No. 001-35476).
4.1	Description of Registered Stock, incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K filed June 25, 2021 (Commission File No. 001-35476).
4.2	Specimen Common Stock Certificate of Air T, Inc., incorporated by reference to Exhibit 4.1 of the Company’s Amended Registration Statement on Form S-1/A dated January 22, 2019 (Registration Number 333-228485).
4.3	Air T, Inc. 2020 Omnibus Stock and Incentive Plan, incorporated by reference to Exhibit 10.11 of the Company’s Quarterly Report on Form 10-Q dated February 12, 2021 (Commission File No. 001-35476)
4.4	Form of Non-Qualified Stock Option Award Agreement under 2020 Omnibus Stock and Incentive Plan, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q dated August 12, 2021 (Commission File No. 001-35476)
5.1	Opinion of Winthrop & Weinstine, P.A. as to the legality of common stock of the Company (filed herewith).
23.1	Consent of Deloitte & Touche, LLP, independent registered public accounting firm (filed herewith).
23.2	Consent of Winthrop & Weinstine, P.A. (included in its opinion filed as Exhibit 5.1).
24.1	Power of Attorney (included as part of signature page).
107	Filing Fee table (filed herewith).

23611141v9

7

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables
Form S-8
(Form Type)
AIR T, INC.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule or Instruction	Amount Registered(1)	Proposed Maximum Aggregate Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock (par value $0.25 per share)	Other(2)	420,000(3)	$15.23	$6,396,600	$92.70 per $1 million	$592.96
Total Offering Amounts					$6,396,600	--	$592.96
Total Fee Offsets(4)							--
Net Fee Due							$592.96

(1)Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers such additional and indeterminate number of shares of common stock (“Common Stock”) of Air T, Inc. (the “Registrant”) as may become issuable by reason of stock dividends, stock splits or similar transactions.

(2)Estimated solely for the purposes of determining the amount of the registration fee, in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, on the basis of the average of the high ($15.23) and low ($15.23) sales prices per share of the Common Stock as reported on the Nasdaq Capital Market.

(3)Represents the number of shares of Common Stock issuable pursuant to awards granted under the Registrant’s 2020 Omnibus Stock and Incentive Plan.

(4)The Registrant does not have any fee offsets.

24551383v1

EX-3.2

State of Delaware Secretary of State Division of Corporations Delivered 02 :34 PM 03/10/2022 FILED 02:34 PM03/10/2022 SR 20220955287 - FIle Number 903055 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF AIR T,INC. The undersigned authorized officer of Air T, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows effective as ofAugust 18, 2021: FIRST: The name of the Corporation is: Air T, Inc. SECOND: The stockholders and board of directors of the Corporation properly adopted and approved the following amendment to the Certificate of Incorporation of the Company (the "Certificate") in accordance with the provisions of Section 242 of the DGCL. THIRD: Paragraph (b) ofArticle 4 of the Certificate shall be amended and restated in its entirety and shall read as follows: "(b) The total number of shares of undesignated preferred stock that the corporation shall have authority to issue is two million (2,000,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to Two Million Dollars ($2,000,000) in one or more series, with such voting powers, designations, preferences and relative, participating, optional or other special resolution or resolutions providing for the creation and issuance of any such series adopted by the board of directors prior to the issuance of any shares of such series, pursuant to authority expressly vested in the board." FOURTH: All other provisions ofthe Certificate shall remain unchanged and shall continue in full force and effect. [Signature Page to Follow.]

INWITNESS WHEREOF, the Corporation has caused this Certificate ofAmendment to the Certificate of Incorporation to be executed by the undersigned authorized officer effective as of the date first set forth above. AIR T,INC. Mark Jundt General Counsel and Corporate Secretary 22131615v2 SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF AIRT, INC.

EX-5.1

Exhibit 5.1

August 16, 2022 Philip T. Colton
Direct Dial: (612) 604-6729
Main Fax: (612) 604-6800
pcolton@winthrop.com

Air T, Inc.

5930 Balsom Ridge Road

Denver, North Carolina 28037

Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Air T, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act of 420,000 shares of the Company’s common stock, par value $0.25 per share (the “Shares”), issuable by the Air T, Inc. 2020 Omnibus Stock and Incentive Plan, as approved by the Company’s Board of Directors on December 29, 2020 and by the Company’s shareholders on August 18, 2021 (the “Plan”).

In so acting, we have examined and relied upon the original or a copy, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the Company’s Restated Certificate of Incorporation in effect as of October 30, 2001, as amended (the “Articles”); (iii) the Company’s Bylaws in effect as of the date hereof (the “Bylaws”); (iv) the Officer’s Reliance Certificate dated August 16, 2022, including all exhibits thereto; (v) a Certificate of Good Standing dated as of August 15, 2022 issued by the Secretary of State of the State of Delaware; and (vi) such other documents, certificates and records as we have deemed necessary or appropriate to form the basis for the opinion set forth herein.

In rendering the opinions set forth herein, we have relied, without investigation, on each of the following assumptions: (i) the legal capacity of each natural person to take all actions required of each such person in connection with the Registration Statement and the registration, issuance and sale of the Shares; (ii) the genuineness of each signature, the completeness of each document submitted to us, the authenticity of each document reviewed by us as an original, the conformity to the original of each document reviewed by us as a duplicate or a certified or conformed copy, and the authenticity of the original of each document received by us as a duplicate or a certified or conformed copy; (iii) as to matters of fact, the truthfulness, accuracy and completeness of the information, representations and warranties of the Company made in the Registration Statement and in the records, documents, instruments, certificates and statements we have reviewed; (iv) the due execution and delivery of all documents (except that no such assumption is made as to the Company) where due execution and delivery are a prerequisite to the effectiveness thereof; and (v) that there has been no undisclosed waiver of any right, remedy or provision contained in such documents. As to any facts material to the opinion expressed herein, which were not

Air T, Inc.

August 16, 2022

Page 2

independently established or verified, we have relied, to the extent we have deemed reasonably appropriate, upon statements and representations of officers or directors of the Company.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares issuable under the Plan have been duly authorized and, when issued by the Company and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable; and

The opinions set forth above is subject to the following exceptions, limitations and qualifications:

We express no opinion as to (a) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (b) the effect of general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (c) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; (d) the effect of the exercise of judicial discretion, whether in a proceeding in equity or at law; or (e) the validity or enforceability of any choice of law provision.

This opinion is rendered solely in connection with the filing of the Registration Statement, it is being furnished at the request of the Company and in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K promulgated under the Securities Act in connection with the Registration Statement, and it is not to be used, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion does not constitute such prior written consent.

We are members of the Bar of the State of Minnesota. We express no opinion as to the effect of any laws other than the laws of the State of Minnesota, the Delaware General Corporation Act and the federal laws of the United States of America, each as in effect on the date hereof.

This opinion speaks only at and as of its date, it is based solely on the facts and circumstances known to us at and as of such date, and it is limited to the matters expressly set forth herein. No opinion is to be implied or may be inferred beyond the matters expressly stated. We assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in fact or law that may hereafter occur.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby concede that our firm is within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

Air T, Inc.

August 16, 2022

Page 3

WINTHROP & WEINSTINE, P.A.

/s/ Winthrop & Weinstine, P.A.

24041897v5

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 28, 2022, relating to the financial statements of Air T, Inc., appearing in the Annual Report on Form 10-K of Air T, Inc. for the year ended March 31, 2022.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota August 16, 2022