Notably, Air T Funding, a Delaware statutory trust subsidiary that issues Air T's 8% Alpha Income Trust Preferred Securities (Nasdaq: AIRTP) and is guaranteed by Air T, Inc., established a separate, parallel at-the-market program the same day, also sized at up to $8,000,000, likewise through Ascendiant Capital Markets as sales agent, evidenced by its own 424B5 filed July 10, 2026. The two programs are tracked together for purposes of the General Instruction I.B.6 capacity limit under Form S-3 (since Air T's public float held by non-affiliates was approximately $27.1 million as of July 6, 2026, limiting combined sales under that instruction to roughly $9.0 million across both programs), but they are legally distinct offerings of different securities (common stock versus trust preferred securities), and this deal record's $8,000,000 figure corresponds to the common stock program.
Under the Sales Agreement, Ascendiant Capital Markets will use commercially reasonable efforts to sell shares designated by Air T at prevailing market prices on Nasdaq, in negotiated transactions, or, with Air T's prior written approval, in privately negotiated or principal transactions. Air T is not obligated to sell any shares and may instruct the agent not to sell below a company-designated price. Ascendiant will receive a placement fee equal to 3.0% of the gross sales price of shares sold, and Air T agreed to reimburse the agent up to $10,000 of expenses (excluding periodic due diligence fees), subject to FINRA Rule 5110(f)(2)(D)(i). Air T estimated total offering expenses, excluding agent compensation, at approximately $50,000. Settlement for any sales is expected on the first trading day following the trade date. The program will terminate upon the earlier of the sale of the full $8,000,000, July 10, 2029, or termination of the agreement by either party.
As of the July 10, 2026 prospectus supplement, no shares had yet been sold under the common stock program; the prospectus supplement illustrates dilution using an assumed sale of 52,757 shares at $31.99 per share (Air T's last reported Nasdaq closing price on July 6, 2026), which is the only pricing reference disclosed and is explicitly described as illustrative rather than an actual or committed transaction. Based on that illustrative assumption, Air T's net tangible book value of approximately $66.4 million ($24.57 per share, based on 2,701,375 shares outstanding as of March 31, 2026) would increase to approximately $68.0 million ($24.68 per share) after deducting estimated commissions and expenses, representing an immediate increase in net tangible book value of $0.11 per share to existing holders and immediate dilution of $7.31 per share to new investors. No greenshoe or over-allotment option applies, as is typical for ATM programs, since shares are sold incrementally into the market rather than in a single underwritten tranche.
Air T stated it intends to use net proceeds, if any, for general corporate purposes, which may include investments in or advances to existing or future subsidiaries, repayment of matured obligations, and reduction of other debt, with management retaining broad discretion over the application of proceeds. Because there is no minimum offering amount, the actual proceeds, number of shares sold, and timing of sales are not determinable in advance; the company is required to report sales activity at least quarterly. As of Air T's Form 10-Q for the quarter ended June 30, 2026 (filed August 14, 2026), the common stock Sales Agreement was listed only as an incorporated-by-reference exhibit, with no separate disclosure of actual sales to date, and no subsequent Form 424(b) prospectus supplement reporting a completed sale or updated terms had been filed as of the most recent EDGAR check.
Winthrop & Weinstine, P.A. of Minneapolis, Minnesota served as legal counsel to Air T, Inc. in the offering, issuing the Exhibit 5.1 opinion (dated July 10, 2026) on the legality of the shares, as previously identified. Additionally, Clyde Snow & Sessions, PC of Salt Lake City, Utah is identified in the prospectus supplement as counsel passing on certain legal matters relating to the securities on behalf of the sales agent, Ascendiant Capital Markets, LLC. Deloitte & Touche LLP is named as Air T's independent registered public accounting firm whose audit report on the fiscal year 2026 financial statements is incorporated by reference.
The deal remains pending in the sense that the ATM program is an open-ended facility rather than a single completed transaction; no closing, pricing, or full utilization of the $8,000,000 capacity has been confirmed in any filing reviewed to date.