Material Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549     ______________________________________________________________________________ FORM 8-K/A   ______________________________________________________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2021 ______________________________________________________________________________ AIR T, INC. AIR T FUNDING (Exact Name of Registrant as Specified in Charter)     ______________________________________________________________________________ Delaware   001-35476 001-38928   52-1206400 83-6651478 (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, and Zip Code) ________________( 828 ) 464-8741 __________________ Registrant’s Telephone Number, Including Area Code Not applicable ___ (Former Name or Former Address, if Changed Since Last Report) 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 Warrant to purchase AIP AIRTW NASDAQ Global Market 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)) 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 May 14, 2021, Air T, Inc. (the “Company”) and Air T Funding (the “Trust”) filed a Form 8-K reporting execution of an At the Market Offering Agreement (the “ATM Agreement”) with Ascendiant Capital Markets, LLC (the “sales agent” or “Ascendiant”), pursuant to which the Trust may sell and issue its Alpha Income Preferred Securities having an aggregate offering price of up to $8,000,000 (the “Capital Securities”) from time to time through Ascendiant, as the Trust’s sales agent (the “ATM Offering”). The Form 8-K indicated that the legal opinion relating to the Capital Securities being offered pursuant to the ATM Agreement would be filed by amendment to the Current Report on Form 8-K. The legal opinion is filed as Exhibit 5.1 attached hereto. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.   Item 9.01    Financial Statements and Exhibits   Exhibit No.   Description   5.1   Opinion of Winthrop & Weinstine, P.A.     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: June 8, 2021 AIR T, INC. By:  /s/ Brian Ochocki           Brian Ochocki, Chief Financial Officer 21923008v1