8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) March 3, 2021

Air T, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35476	52-1206400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5930 Balsom Ridge Road

Denver, North Carolina 28037

(Address of Principal Executive Offices)

(Zip Code)

(828) 464-8741

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed from 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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 Global Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)	AIRTP	NASDAQ Global Market
Warrants to purchase AIP	AIRTW	NASDAQ Global Market

Item 1.01 Entry into a Material Definitive Agreement

On March 3, 2021, Air T, Inc. (the “Company”) and the individual administrative trustees of Air T Funding entered into the Second Amendment to the Air T Funding Amended and Restated Trust Agreement (the “Amendment”) to increase the total aggregate authorized amount of Capital Securities to $100,000,000, inclusive of previously issued Capital Securities. The Capital Securities are also known as Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”). In addition, the Amendment provides for a change in one of the Administrative Trustees.

The Company and the trustees under the Indenture for the Junior Subordinated Debentures of the Company (the “Debentures”) also entered into a Supplemental Indenture increasing the authorized principal amount of the Debentures to $100,000,000 of Debentures, inclusive of previously issued Debentures.

The terms of the AIP and the Debentures are presented under the captions “Description of Capital Securities,” “Description of the Guarantee,” “Description of the Junior Subordinated Debentures,” and “Relationship among the Capital Securities, the Junior Subordinated Debentures and the Guarantee” in the prospectus filed with the Securities and Exchange Commission on June 11, 2019. The Amendment and Supplemental Indenture, each dated as of March 3, 2021, are attached hereto as exhibits and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

No.	Description
4.1	Second Amendment to the Air T Funding Amended and Restated Trust Agreement dated as of March 3, 2021 (filed herewith)
4.2	Supplemental Indenture dated as of March 3, 2021 (filed herewith)
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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

Dated:  March 4, 2021	AIR T, INC.
	By:	/s/ Brian Ochocki
	Name:	Brian Ochocki
	Title:	Chief Financial Officer

AIR T, INC.

CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

No.	Description
4.1	Second Amendment to the Air T Funding Amended and Restated Trust Agreement dated as of March 3, 2021 (filed herewith)
4.2	Supplemental Indenture dated as of March 3, 2021 (filed herewith)
104	Cover Page Interactive Data File (formatted as Inline XBRL)

EX-4.1

Exhibit 4.1

SECOND AMENDMENT TO THE
AIR T FUNDING
AMENDED AND RESTATED TRUST AGREEMENT

THIS AMENDMENT is made as of this 3rd day of March, 2021 (the “Effective Date”), by and between Air T, Inc., a Delaware corporation, as Depositor, and Mark Jundt, an individual, and Katrina Philp, an individual, (each an “Administrative Trustee” and collectively, the “Administrative Trustees”).

WHEREAS, the Depositor, the Administrative Trustees, Delaware Trust Company, a Delaware state chartered trust company duly organized and existing under the laws of the State of Delaware, as Delaware trustee (the “Delaware Trustee”), and the Administrative Trustees established a statutory trust (the “Trust”) pursuant to the Delaware Statutory Trust Act by the entering into of that certain Interim Trust Agreement, dated as of September 28, 2018 (the “Original Trust Agreement”);

WHEREAS, the Original Trust Agreement was amended by an Amended and Restated Trust Agreement dated June 10, 2019 (the “Amended and Restated Trust Agreement”);

WHEREAS, the Amended and Restated Trust Agreement was further amended by an Amendment to the Air T Funding Amended and Restated Trust Agreement dated January 6, 2020 (the “First Amendment”; together, with the Amended and Restated Trust Agreement, the “Trust Agreement”);

WHEREAS, capitalized terms which are not otherwise defined herein shall have the meaning given to such terms in the Trust Agreement;

WHEREAS, the Depositor, the Delaware Trustee, the Property Trustee and the Administrative Trustees desire to further amend the Trust Agreement as set forth herein to provide , among other things, that an aggregate of $100,000,000 of Capital Securities may be issued pursuant to the Trust Agreement and that Katrina Philp shall be replaced as an Administrative Trustee by Brian Ochocki; and

WHEREAS, the Securityholders representing a majority (based upon Liquidation Amounts) of the Trust Securities currently Outstanding have approved this Amendment pursuant Section 1002(b) of the Trust Agreement, as amended;

NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party, for the benefit of the other parties and for the benefit of the Securityholders, hereby amends and restates the Trust Agreement as follows:

AMENDMENT

1.    As of the Effective Date, the caption of Section 205 of the Trust Agreement is hereby amended to change the caption to “ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF JUNIOR SUBORDINATED DEBENTURES; ADDITIONAL CAPITAL SECURITIES” and to add a new paragraph (c), reading as follows:

(c)         The Trust may issue additional Capital Securities, up to an aggregate amount of $100,000,000, including the Capital Securities issued pursuant to Sections 204, 205(a) and 205(b) of this Agreement,. In all cases when additional Capital Securities are issued, an Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor additional Junior Subordinated Debentures, registered in the name of “Delaware Trust Company, not in its individual capacity but solely as Property Trustee of Air T Funding” on behalf of the Trust, having the same principal amount as the aggregate Liquidation Amount of such additional Capital Securities, and, in satisfaction of the purchase price for such Junior Subordinated Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the amount of the purchase price received by the Trust for such additional Capital Securities.

2.           Amended Definitions. As of the Effective Date, the following definitions in Article I of the Trust Agreement are hereby amended, and all other references in the Trust Agreement thereto, are hereby amended to read as follows:

“Administrative Trustee” means each of Brian Ochocki and Mark Jundt, solely in such person’s capacity as Administrative Trustee of the Trust and not in such person’s individual capacity, or such Administrative Trustee’s successor in interest in such capacity, or any successor Administrative Trustee appointed as herein provided.

“Capital Securities” means an undivided beneficial interest in the assets of the Trust, designated “8.0% Cumulative Capital Securities,” having a Liquidation Amount of $25.00 (as adjusted to reflect a one-for-ten reverse split of the Capital Securities that was effective on January 14, 2020) in the aggregate amounts specified in Sections 204 and 205(a), (b), and (c) of this Agreement and having the rights provided therefor in this Trust Agreement, including the right to receive Distributions and a Liquidation Distribution as provided herein.

"Junior Subordinated Debentures" means up to $100,000,000 aggregate principal amount of the Depositor’s 8.0% Junior Subordinated Debentures, issued pursuant to the Indenture.

[signature page follows]

2

[Signature page]

The Administrative Trustees and Depositor have signed this Second Amendment on or as of the date appearing at the beginning of this Amendment.

AIR T, INC.,
as Depositor
By:	/s/ Brian Ochocki
Name:	Brian Ochocki
Title:	Chief Financial Officer
/s/ Mark Jundt
Mark Jundt, As Administrative
Trustee
/s/ Katrinia Philp
Katrina Philp, As Administrative
Trustee
Resigning as Administrative Trustee as of the date
appearing at the beginning of this
Amendment.
/s/ Katrina Philp
Katrina Philp
Accepting appointment as Administrative Trustee
as of the date appearing at the beginning of this
Amendment.
/s/ Brian Ochocki
Brian Ochocki

3

EX-4.2

Exhibit 4.2

SUPPLEMENTAL INDENTURE

This Supplemental Indenture (this “Supplemental Indenture”) dated as of the 3rd day of March, 2021 (the “Effective Date”), by and among Air T, Inc., a Delaware corporation (the “Company”) and Delaware Trust Company, a Delaware chartered trust company, as trustee (the “Trustee”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company solely in its capacity as paying agent (the “Paying Agent”), supplementing that certain Subordinated Indenture between the Issuer and the Trustee dated as of June 10, 2019 (the “Indenture”).

WITNESSETH

WHEREAS, all capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Indenture (as hereinafter defined), as applicable; and

WHEREAS, the Company executed and delivered the Indenture to provide for the issuance of its securities to be known as its 8.0% Junior Subordinated Debentures due 2049 (the “Junior Subordinated Debentures” pursuant to that Amended and Restated Trust Agreement dated June 10, 2019 (the “Agreement”), as amended by that certain Amendment to the Air T Funding Amended and Restated Trust Agreement dated January 6, 2020 (together with the Agreement, the “Amended Agreement”); and

WHEREAS, the Amended Agreement was further amended by Second Amendment to the Trust Agreement (together with the Amended Agreement, the “Trust Agreement”) dated as of the Effective Date hereof to provide that an aggregate of $100,000,000 of Capital Securities may be issued pursuant to the Trust Agreement; and

WHEREAS, the Company has requested the Trustee and the Paying Agent execute and deliver this Supplemental Indenture and all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms, and to make the Junior Subordinated Debentures, when executed by the Company and authenticated and delivered by the Trustee and the Paying Agent, the valid obligations of the Company; and

WHEREAS, Section 11.2 of the Indenture provides that the Indenture can be amended with the consent of the Holders of a majority in aggregate principal amount of the Junior Subordinated Debentures outstanding; and

WHEREAS, the Holders of a majority in aggregate principal amount of the Junior Subordinated Debentures have approved this Supplemental Indenture;

NOW, THEREFORE, in the joint and mutual exercise of the powers and the consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.    As of the Effective Date, a new Section 8.3 is hereby inserted in the Indenture reading as follows:

8.3         Additional Issuance of Junior Subordinated Debentures         . Junior Subordinated Debentures in the aggregate principal amount of up to $100,000,000 (including all Junior Subordinated Debentures issued pursuant to Section 8.2 hereof) may, upon execution of this Indenture, be executed by the Company and delivered to the Trustee for authentication from time to time, and the Trustee shall thereupon authenticate and deliver the Junior Subordinated Debentures to or upon the written order of the Company, signed by its Chairman, its Vice Chairman, its President, any Vice President or its Chief Financial Officer, without any further action by the Company.

2.    As of the Effective Date, the following definition in Article I of the Indenture is hereby amended, to read as follows:

“Junior Subordinated Debentures” means the 8.0% Junior Subordinated Debentures authenticated and delivered under this Indenture, including the Junior Subordinated Debentures issued pursuant to Sections 8.2 and Section 8.3 hereof.

3.    Miscellaneous.

(a)    The captions or headings contained herein are for convenience only and in no way define, limit or describe the scope or intent of any provision or Section of this Supplemental Indenture.

(b)    No waiver of any breach of any of the terms or conditions of this Supplemental Indenture shall be held to be a waiver of any other or subsequent breach, nor shall any waiver be valid or binding unless the same shall be in writing and signed by the party alleged to have granted the waiver.

(c)    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages thereto by facsimile or PDF transmission shall constitute effective execution and delivery of such document as to the parties hereto and may be used in lieu of the original document for all purposes.

(d)    This Supplemental Indenture may only be amended in writing, and such amendment shall only become effective upon the execution by all parties to this Supplemental Indenture.

(e)    By his or her signature below, each signatory individual certifies that he or she is the properly authorized agent or officer of the applicable party hereto and has the requisite authority necessary to execute this Supplemental Indenture on behalf of such party, and each party hereby certifies to the other that any resolutions necessary to create such authority have been duly passed and are now in full force and effect.

(f)    The validity of this Supplemental Indenture, the construction of its terms, the interpretation of the rights and duties of the parties hereto, and all other matters arising from this Supplemental Indenture shall be governed by the laws of the State of Delaware.

(g)    The Trustee shall have the same rights, protections, exculpations and immunities hereunder as it has under the Indenture as if such rights, protections, exculpations and immunities were expressly set forth herein mutatis mutandis.

[Signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

AIR T, INC.
By:	/s/ Brian Ochocki
Name:	Brian Ochocki
Title:	Chief Financial Officer

DELAWARE TRUST COMPANY,
AS TRUSTEE
By:	/s/ Thomas Musarra
Name:	Thomas Musarra
Title:	Vice President

AMERICAN STOCK TRANSFER & TRUST
COMPANY, LLC,
AS PAYING AGENT
By:	/s/ Michael Legregin
Name:	Michael Legregin
Title:	Senior Vice President

Signature Page to Supplemental Indenture

XML

Document And Entity Information	Mar. 03, 2021
Document Information [Line Items]
Entity, Registrant Name	Air T, Inc.
Document, Type	8-K
Document, Period End Date	Mar. 03, 2021
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-35476
Entity, Tax Identification Number	52-1206400
Entity, Address, Address Line One	5930 Balsom Ridge Road
Entity, Address, City or Town	Denver
Entity, Address, State or Province	NC
Entity, Address, Postal Zip Code	28037
City Area Code	828
Local Phone Number	464-8741
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000353184
CommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	AIRT
Security Exchange Name	NASDAQ
AlphaIncomePreferredSecurities Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Alpha Income Preferred Securities
Trading Symbol	AIRTP
Security Exchange Name	NASDAQ
WarrantsToPurchaseAip Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase AIP
Trading Symbol	AIRTW
Security Exchange Name	NASDAQ