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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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AIR INDUSTRIES GROUP (Name of Issuer) |
Common stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Charles L. Frischer 3156 East Laurelhurst Drive, NE, Seattle, WA, 98105 9175281465 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/02/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Frischer Charles L | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
449,998.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common stock, par value $0.001 per share |
| (b) | Name of Issuer:
AIR INDUSTRIES GROUP |
| (c) | Address of Issuer's Principal Executive Offices:
1460 FIFTH AVENUE, BAY SHORE,
NEW YORK
, 11706. |
| Item 2. | Identity and Background |
| (a) | This statement is being filed by Charles Frischer, an individual. |
| (b) | The principal business address of Charles Frischer is 3156 East Laurelhurst Drive, NE, Seattle, WA 98105. |
| (c) | The principal business of Charles Frischer is private investing. |
| (d) | During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, the Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
| (f) | Mr. Frischer is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate amount of funds required to acquire the Shares acquired by the Reporting Person was $1,461,479.75. The Reporting Person used personal funds to acquire his Shares. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the Shares reported herein with a view to making a profit on his investment. The Reporting Person intends to review his investment in the Issuer on a continuing basis and may engage in discussions with management, the Issuer's board of directors, other shareholders of the Issuer and other relevant parties concerning the Issuer's business, operations, governance, management, strategy and future plans. Depending on various factors including, without limitation, the Issuer's financial position, future actions taken by the Issuer's board of directors, price levels of the Shares, other available investment opportunities, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to their investment in the Issuer as he deems appropriate including, without limitation, seeking representation on the Issuer's board of directors, changes in management of the Issuer and potential strategic transactions by the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of this Schedule 13D, Mr. Frischer owns 449,998 Shares, representing approximately 9.4% of the outstanding Shares. The percentages set forth above and on the cover page hereto represent percentages of the outstanding Shares based on a total of 4,775,777 Shares outstanding as of November 12, 2025, which amount is derived from amount reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2025. |
| (b) | The number of Shares beneficially owned by Mr. Frischer with sole voting power is 449,998 Shares. |
| (c) | Information with respect to the Reporting Person's transactions effected during the past 60 days are set forth on Annex A hereto. |
| (d) | Except as otherwise provided in this Schedule 13D, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as otherwise provided in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any persons with respect to any securities of the Issuer. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ANNEX A Schedule of Transactions in Common Shares of the Issuer During the Past 60 Days Date of Transaction Quantity Purchased Price per Share 03/20/2026 25,000 $3.23 03/19/2026 3,969 $3.24 03/18/2026 40,922 $3.29 03/17/2026 12,582 $3.29 03/16/2026 9,527 $3.27 03/13/2026 20,101 $3.27 03/12/2026 14,499 $3.28 03/11/2026 31,985 $3.31 03/10/2026 8,413 $3.33 03/06/2026 6,000 $3.32 03/05/2026 9,800 $3.36 03/04/2026 4,200 $3.29 03/03/2026 21,400 $3.28 03/02/2026 8,205 $3.35 02/27/2026 3,395 $3.34 02/26/2026 4,000 $3.40 02/25/2026 11,031 $3.35 02/24/2026 81,837 $3.29 02/23/2026 133,132 $3.14 (1) All purchases were effected through open market transactions.