Material Agreement · New Debt / Obligation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 30, 2022 ______________________________________________________________________________ AIR T, INC. (Exact Name of Registrant as Specified in 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, 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 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 September 30, 2022, Air T, Inc. (“Company”) executed a Promissory Note in favor of its twenty percent (20%) owned subsidiary Cadillac Castings, a Michigan corporation (“Holder”). The note is in the original principal amount of two million dollars ($2,000,000), bears interest at the rate of ten percent (10%) simple interest per annum and matures December 30, 2022. The note may be prepaid at any time without penalty. The note is subordinate and junior to any and all indebtedness of the Company to Minnesota Bank & Trust. The funds will be used for general corporate purposes. The foregoing summary of the terms of the note is qualified in its entirety by reference to the Promissory Note filed as Exhibit 10.1 filed herewith, which is incorporated herein by reference. Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. Item 9.01    Financial Statements and Exhibits 10.1 Form Promissory Note dated September 30, 2022. 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: October 4, 2022 AIR T, INC. By: /s/ Brian Ochocki Brian Ochocki, Chief Financial Officer