UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 Annual Report Pursuant To Section
13 or 15(d) of the Securities Exchange Act of 1934

 For the fiscal year ended: December 31, 2024

 or

 Transition Report Under Section
13 or 15(d) of the Securities Exchange Act of 1934

 For the transition period from ______ to_______

 Commission File No. 001-35927

 (Name of small business issuer in its charter)

 Nevada

 80-0948413

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 1460 Fifth Avenue, Bay Shore, New York 11706

 (Address of Principal Executive Offices

 (631) 968-5000

 (Registrant's Telephone Number, Including Area Code)

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of Each Class

 Trading Symbol

 Name of each Exchange on which Registered

 Common Stock, par value $0.001

 AIRI

 NYSE-American

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 Yes No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large Accelerated Filer
 Non-Accelerated Filer

 Accelerated Filer
 Smaller Reporting Company

 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 7(a)(2)(B) of the Securities Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether registrant is a
shell company (as defined in Rule 12b-2 of the Act). Yes No

 As of June 30, 2024, the aggregate market value
of our common stock held by non-affiliates was $ 8,675,961, based on 2,500,277 shares of outstanding common stock held by non-affiliates,
and a price of $3.47 per share, which was the last reported sale price of our common stock on the NYSE American on that date.

 There were 3,694,095 shares of the registrant's
common stock outstanding as of April 9, 2025.

 DOCUMENTS IINCORPORATED BY REFERENCE: None

 FORM 10-K

 For the Fiscal Year Ended December 31, 2024

 Page No.

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operation

 Item 7A.

 Quantitative and Qualitative Disclosure About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers, and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Consolidated Financial Statements

 i

 Cautionary Note Regarding Forward-Looking Statements

 This Annual Report on Form 10-K filed by Air Industries
Group (herein referred to as "Air Industries", the "company". "we", "us", or "our")
contains forward-looking statements. Certain of the matters discussed herein concerning, among other items, our operations, cash flows,
financial position and economic performance including, in particular, future sales, product demand, competition and the effect of economic
conditions, include forward-looking statements.

 Forward-looking statements are predictive in nature
and can be identified by the fact that they do not relate strictly to historical or current facts and generally include words such as
"expects," "anticipates," "intends," "plans," "believes," "estimates"
and similar expressions. Although we believe that these statements are based upon reasonable assumptions, including projections of orders,
sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures, distribution channels,
profitability, new products, adequacy of funds from operations, and general economic conditions, these statements and other projections
contained herein expressing opinions about future outcomes and non-historical information, are subject to uncertainties and, therefore,
there is no assurance that the outcomes expressed in these statements will be achieved.

 Investors are cautioned that forward-looking statements
are not guarantees of future performance and actual results or developments may differ materially from the expectations expressed in forward-looking
statements contained herein. Given these uncertainties, you should not place any reliance on these forward-looking statements which
speak only as of the date hereof. See "Risk factors" for a discussion of factors that could cause our actual results to differ
from those expressed or implied by forward-looking statements.

 We do not intend to update, or revise publicly
and undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws. You are advised, however, to consult any additional disclosures
we make in our reports filed with the Securities and Exchange Commission ("SEC").

 ii

 ITEM 1. BUSINESS

 Introduction

 We believe we are one of the leading manufacturers
of precision components and assemblies for large aerospace and defense prime contractors. Our products include landing gears, flight controls,
engine mounts and components for aircraft jet engines, ground turbines and other complex machines. The ultimate end-user for most of our
products is the U.S. Government, international governments, and commercial global airlines. Whether it is a small individual component
for assembly by others or complete assemblies we manufacture ourselves, our high quality and extremely reliable products are used in mission
critical operations that are essential for safety of military personnel and civilians.

 We specialize in the aerospace and defense markets,
operating within a hierarchical network of suppliers. At the top of the supply chain pyramid is the prime contractor, also known as an
Original Equipment Manufacturer ("OEM"). A prime contractor designs, develops and produces the final product for the end-user.
We play a critical role in this ecosystem, operating as a "Tier One" supplier, delivering our products directly to prime contractors,
or as a "Tier Two" supplier, providing larger complex components to others. In some cases, we ship products directly to the
U.S. Government. Our strategic position has made us a key partner for many prominent defense prime contractors and global commercial aviation
manufacturers, often leading us to become the exclusive or primary supplier for certain high precision parts and assemblies. We often
receive Long-Term Agreements ("LTAs") from our customers, demonstrating their commitment to us.

 We are renowned for our unwavering commitment
to genuine quality and exceptional reliability. Our rich history dates to 1941, producing parts for World War II fighter aircraft. Since
then, we have maintained an impeccable record with no known incidents of part failure leading to a mission failure resulting in a fatality.
In an era plagued by foreign counterfeit parts, we strategically operate all our facilities within the United States. Our two state-of-the-art
manufacturing centers located in Long Island, New York, and Barkhamsted, Connecticut, allow for rigorous oversight of production and adherence
to stringent quality standards. Spanning over 150,000 square feet, our manufacturing centers serve as the operational hubs for our three
legal subsidiaries, Air Industries Machining, ("AIM") Nassau Tool Works ("NTW") and Sterling Engineering Company
("STE").

 For the past several years we have strategically
invested substantial amounts in new capital equipment, tooling, and processes to bolster our competitive position. Additionally, we expanded
our sales and marketing efforts, with a sharp focus on expanding relationships with customers and cultivating new ones. Fiscal 2024 marked
a year of progress and positioning for growth.

 We finished 2024 with $55.1 million of net sales.
Our backlog, which represents the value of all funded orders received, stood at $117.9 million an increase of 19.9% as compared to our
backlog on December 31, 2023. Our marketing efforts bore fruit and we secured our first order with a new foreign-based defense and aerospace
prime customer. We made significant investments in capital equipment and related processes. On the bottom-line, we reported a net loss
of $1.4 million. As we enter fiscal 2025, we believe our future is looking brighter.

 Moving forward, our business strategy is geared
towards competing and winning contracts that enable us to achieve sustainable and profitable business growth and delivering high quality
reliable products to our customers. At its core, lies a highly trained and close-knit team of over 180 individuals committed to driving
excellence and precision in every aspect of our operations. We are firmly focused on securing new contract awards, improving operations
and successful execution. With total unfilled contract values amounting to $271.3 million (including our $117.9 million in funded backlog
and all potential orders against LTA agreements previously awarded to us), as of December 31, 2024, we are confident in our ability to
boost sales in 2025, attain profitability and improve our financial position.

 Customer Profiles

 In 2024 and 2023, approximately 69.9% and 82.3%
of our net sales were attributed to customers who use our products for end-use on military aircraft. The rest of our net sales are attributable
to commercial aviation uses and, to a much lesser extent, ground power electricity generation and other uses.

 We have cultivated long-standing relationships
with many large and well-known customers including:

 RTX
Corporation ("RTX") – a multinational aerospace and defense conglomerate and a major player in the aerospace and
defense industry. We sell to several business units and/or subsidiaries of RTX, including Collins Aerospace (which includes Collins Landing
Systems and Collins Aerostructures) and Pratt Whitney. RTX was formerly known as Raytheon Technologies Corporation and prior to that
United Technologies Corporation.

 Lockheed
Martin Corporation ("Lockheed Martin") – Lockheed Martin is a leading global security and aerospace company with
its principal customers being agencies of the U.S. Government. We sell directly to one of its legal subsidiaries, Sikorsky Aircraft Corporation
("Sikorsky").

 Northrop Grumman ("Northrop") – We supply product used on the E2-D Hawkeye, airborne warning and control aircraft.

 General Electric Aerospace ("GE") – We supply GE Aerospace with high precision components that are used in jet turbine aircraft engines that are used on several commercial aircraft platforms.

 GE Verona – We supply GE Verona with precision components that are used in ground-based turbines for electrical power generation.

 The U.S. Government – We supply certain components and assemblies directly to the Defense Logistics Agency ("DLA"), a combat support agency within the U.S. Department of Defense ("DoD"). The DLA's mission is to manage the end-to-end global defense supply chain and deliver readiness to the warfighter. It supports all five U.S. military services, federal, state, and local agencies, as well as partner and allied nations. The DLA procures items from us and provides them, as it deems fit, to other suppliers who assemble them into finished products.

 Platform and Program Profiles

 Most of our machined components and assemblies
are integral to high-profile platforms and named programs. Platforms generally refer to equipment that is utilized in missions or operations
whereas programs are broader initiatives and can encompass the development and production of new platforms, upgrades to existing systems
and other initiatives. The following platforms and programs (ranked in descending order by their 2024 net sales), accounted for 79.3%
and 85.2% of our net sales in 2024 and 2023, respectfully:

 The E-2D Hawkeye: We provide the main and nose landing gear, as well as the arresting gear for the E-2D Hawkeye, a twin-engine, tactical aircraft utilized for providing advanced airborne warning and control for carrier-based operations. Often referred to as the "digital quarterback," it conducts battlefield management and command and control operations for aircraft carrier strike groups. While primarily used by the U.S. Navy, a small number have been sold to U.S. allies, notably Japan.

 UH-60 Black Hawk Helicopter: We supply flight critical components, such as the primary flight control assembly and the tail-rotor gearbox, for the UH-60 Black Hawk Helicopter. Serving as the primary helicopter for the U.S. Army, it fulfills essential roles in transport, troop movement, medical evacuation and cargo lift operations. Manufactured by Sikorsky, it includes many variants and is also utilized by other branches of the U.S military and U.S. allied countries. Since entering service in 1979, over 4,000 helicopters have been produced. Deployment of new helicopters is projected to continue through at least 2027, with ongoing sustainment activities anticipated for many years thereafter.

 Pratt & Whitney Geared Turbo-Fan Engine ("GTF"): Used in commercial aviation, the GTF represents a new generation of jet engines that offer improved fuel efficiency, reduced emissions, and lower noise levels compared to traditional turbofan engines. We manufacture Thrust Struts, a critical component that essentially absorbs and distributes the forward thrust produced by the jet engine, ensuring that the force is evenly applied across the structure of the aircraft to maintain stability and integrity during takeoff, cruising and landing. We supply our Thrust Struts to Collins Aerostructures for integration into Geared Turbofan engines, utilized by smaller airlines such as those operating the Airbus A220 and Embraer E2 aircraft. Demand for these engines increased in 2024, thus reducing the concentration in the net sales attributable to military end users. Demand for these engines is anticipated to increase over the next few years.

 The CH-53 Helicopter (including the CH53K variant): Developed in the 1960s and manufactured by Sikorsky, the CH-53 is recognized as the largest and most powerful helicopter in the U.S. military. It has evolved through several variants, with hundreds delivered and used by the U.S. Marine Corps. In 2021, we secured a LTA to supply Chaff Pods for the CH-53K, the latest iteration in the CH-53 series. These pods deploy metallized strips to generate false radar targets, safeguarding the helicopters from missile threats. The CH-53K plays a crucial role in the U.S. Marine Corps' plans to support a wide range of current and future operations. In 2023 we received a purchase order to manufacture Swashplates and Hubs to be used on the CH-53K. Initial deliveries of these parts has commenced.

 The F-35 Lightning II (also known as the Joint Strike Fighter): Manufactured by Lockheed Martin, the Joint Strike Fighter is a stealth fighter aircraft designed to replace the U.S. Air Force F-15 and the U.S. Navy and Marine Corps F-18 fighters. It includes three variants: the conventional take-off and landing F-35A, the short take-off and vertical landing F-35B, and the carrier based variant F-35C. We have produced landing gear components for all three variants and currently manufacture landing gear components for the US Navy version. The production of this aircraft is expected to continue for many years, with the DoD aiming for an inventory objective of 2,456 aircraft, in addition to expected demand from other countries.

 F-18 Hornet: The F-18 Hornet, the U.S. Navy's primary fighter aircraft, principally operates from aircraft carriers and enjoys international use, notably in Finland and Australia. Originating in the late 1960s, it has seen numerous upgrades and enhancements over the years. We manufacture complete landing gear components for several variants, supplying these to the U.S. government or Tier 1 or other suppliers for spares that go on the aircraft that were originally produced by Boeing.

 The F-15 Eagle Tactical Fighter: We provide landing gear components for the F-15 Eagle Tactical Fighter. Originally designed for the U.S. Air Force, it is known as a dedicated air superiority fighter. Currently manufactured by Boeing, it was designed in the late 1960s with over 600 aircraft estimated to be in service. The F-15 has been exported to various countries including Israel, Saudi Arabia and Japan. Although it is anticipated that this plane will be ultimately replaced by the Joint Strike Fighter, we believe it will be flying for years to come. It boasts an impeccable combat record with no known losses in aerial combat. We ship most of our components directly to the U.S. DoD.

 Our Market

 The aerospace and defense industry is dominated
by a select few large prime contractors including Airbus, Boeing, General Electric, Lockheed Martin, Northrop Grumman, and RTX. These
prime contractors oversee large platforms and programs for ultimate end-user, the U.S. government, foreign governments or global aviation
companies.

 Once a supplier is chosen and integrated into
a platform or selected for a specific program, replacing them becomes a complex challenge. In many cases, suppliers often become the sole
or single source. Being a sole source means being chosen as the exclusive supplier by the customer, whereas being a single source indicates
that, despite the availability of other potential manufacturers, only one supplier is currently used. This scenario of single or sole
sourcing is especially prevalent with legacy aircraft. While prime contractors generally prefer multiple sources for new aircraft production
lines to mitigate single points of failure, utilizing a single vendor can lead to higher production volumes, lower average unit costs,
and opportunities for quality improvements.

 Demand for both defense and commercial aviation
components is based on new production and subsequent maintenance, repair and overhaul ("MRO"). Flight critical components
are frequently replaced on aircraft on a flight time, or flight cycle basis. The demand for MRO and after-market products can continue
for many years, even decades, after the production line for new aircraft is shut down.

 At a high level, we are able to monitor the DoD
budget for both new production and operations and maintenance components as well as industry reports to gauge overall industry spending.
While large U.S. Government programs are managed through specific budget lines and oversight structures, most, if not all, of our machine
parts and assemblies are not explicitly identified in the U.S. Government budget. Therefore, predicting period-to-period demand with precision
is challenging. While we primarily rely on our customers to help us project short-term and long-term demand, the timing of receipt of
contract awards and related orders is difficult to predict. Consequently, comparative period-to-period net sales for any customer or program
may not be meaningful.

 Sales and Marketing

 Sales and marketing activities during 2024 were robust, resulting in
a book-to-bill ratio of 1.29x, growth in our funded backlog to $117.9 million and total unfilled contract values amounting to $271.3 million
(including our $117.9 million funded backlog and all potential orders against LTA agreements).

 We primarily rely upon a small team of highly
skilled sales and business development professionals with extensive industry experience with hands on support from management. Our goal
is to cultivate customer relationships akin to partnerships and the concept of customer alignment. For example, our customers heavily
rely on suppliers to deliver high-quality parts that meet specifications in a timely and cost-effective manner. They regularly assess
suppliers based on various quantitative criteria such as on-time delivery performance, defect rates, adherence to specifications, cost
performance, lead times, order processing time, stockout rates, and similar metrics. Therefore, one of our primary objectives is to maintain
high ratings and leverage these metrics in our sales and marketing activities.

 Our sales cycle varies significantly,
ranging from a few weeks to over a year, depending on the complexity of the product and manufacturing steps involved. While
customers may occasionally engage in spot buys, most of our orders (also known as bookings) stem from LTAs. LTAs outline the
quantity and price of products the customer may order within a specified time frame. When actual products are needed, the customer
places a funded order against the LTA. The value of this funded order is included in our funded backlog until we ship it. Although
cancellations of funded orders are possible, customers are usually subject to termination liability, necessitating payment to us for
costs incurred up to the termination date. In certain termination cases, the customer is also required to pay us a reasonable
profit.

 We secure new or follow-on LTAs through competitive
bidding in response to a customer's Request for Quotation ("RFQ"). These proposals detail prices based on quantities,
which may vary annually, for shipments over multiple years. The bidding process typically entails several rounds of submissions and negotiations
before an award is granted. For defense products, in certain cases, LTAs may be awarded or extended without an RFQ or competitive bidding.
In such cases, pricing may be determined through cost analysis or audit with ultimate approval by the customer or the U.S. government.

 Bookings and Backlog

 Bookings represent funded orders secured during
a given financial period. In fiscal 2024, bookings were $71,000,000, a 14% increase compared to $62,262,000 in 2023. Our "book-to-bill"
ratio, which is our bookings divided by net sales, was 1.29x for 2024, a significant improvement over the 1.20x ratio of 2023. Although
bookings are subject to wide variations in timing, resulting in period-to-period comparisons not necessarily being meaningful, we do use
bookings and our book-to-bill as a gauge of future net sales.

 Our backlog, which can be considered our "funded backlog,"
stood at $117.9 million as of December 31, 2024, marking a 19.9% increase from $98.3 million on December 31, 2023. This represents the
net sales we expect to realize from funded orders received and is equivalent to our remaining performance obligations pursuant to Accounting
Standards Codification ("ASC") 606, Revenue from Contracts with Customers. These funded orders, approved by customers, come
from LTAs, spot-buys, or other contracts and are for essential machined components and assemblies used in the key platforms and programs
we serve. Our definition provides visibility into the value of all firm orders. The bulk of our $117.9 million backlog is expected to
ship over the next 24 months. but does not include possible or probable future orders pursuant to existing LTAs or probable contract renewals
that would also contribute sales during such period. The total potential net sales under contracts actually awarded to us as of December
31, 2024, was $271.3 million, including the value of our existing funded backlog of $117.9 million.

 Competition

 Winning a new contract award is highly competitive.
Not only must we have the capabilities to manufacture to customer design specifications, but we compete against companies that have greater
financial, physical and technical resources. Our ability to win new contracts generally requires us to become a trusted partner to the
customer by having the capabilities to deliver superior quality product, more quickly and with lower pricing than our competitors. Accordingly,
we must continually invest in process improvements and capital equipment.

 In recent years, we have strategically made significant
investments to enhance our competitiveness and market position. For example, in fiscal 2024 and 2023, we invested $2,301,000 and $2,119,000
in new property and equipment to support our goals. These investments have increased production efficiency and speed, while maintaining
closer tolerances, have expanded the size of products we can manufacture and have been appreciated by our customers. While we plan to
continue this strategy in 2025 it will likely be on a much smaller level.

 Our competitors include: Monitor Aerospace, a
division of GKN Aerospace; Hydromil, a division of Triumph Aerospace Group; Heroux Devetek and Ellanef Manufacturing, a division of Magellan
Corporation.

 Manufacturing, Raw Materials and Replacement
Parts

 Our production cycle spanning from ordering raw
materials to delivering finished products, can vary from several weeks to over a year. Consequently, for certain products, especially
those involving finished assemblies, we must procure significant amounts of raw materials and begin processing well ahead of actual ship
dates. This underscores the importance of efficient subcontract management in meeting customer delivery deadlines. In some cases, customers
may provide us with these raw materials as they may be able to obtain better processing or delivery schedules from other suppliers and
in other cases the customer chooses to rely on us to manage suppliers.

 The price and availability of many raw materials
in the aerospace industry are susceptible to fluctuations in global markets and political conditions. Most raw material suppliers are
hesitant to commit to long-term contracts at fixed prices, posing a substantial risk given our strategy often entails entering into LTA
agreements which require us to commit to long-term price commitments. However, many of our LTAs provide pricing protection when there
is a large increase in the cost of raw materials.

 Employees

 As of March 31, 2025, we employed 184 people.
Of these, 98 were involved in manufacturing and production activities, 26 were in quality control, 52 were in administration, and the
remaining 8 were in sales and procurement. All of our employees are covered under a co-employment agreement with Insperity Services, LLC,
a professional employer organization. This arrangement allows us to provide employees with comprehensive benefits at a lower cost than
we could provide.

 Our AIM subsidiary has a collective bargaining
agreement with the United Service Workers, IUJAT, Local 355 (the "Union"). This agreement is effective until December 31,
2027 and covers the majority of AIM's 125 personnel. We are required to make a monthly contribution to Union's United Welfare
Fund and the United Services Worker's Security Fund, the sole pension benefit for covered employees. We are not obligated to provide
any future defined benefits. Additionally, the collective bargaining agreement contains a "no-strike" clause, and a "no-lock-out"
clause. We believe we maintain good relationships with the Union and expect to renew the collective bargaining agreement before it expires.

 Regulations

 We believe that we are in compliance with all
federal, state and local laws and regulations governing our operations and have obtained all material licenses and permits required for
the operation of our business. They key regulations impacting our business are further discussed below:

 Environmental Regulation and Employee
Safety: We are subject to regulations administered by the United States Environmental Protection Agency, the Occupational
Safety and Health Administration, various state agencies and county and local authorities acting in cooperation with federal and state
authorities. Among other things, these regulatory bodies impose restrictions that require us to control air, soil and water pollution,
to protect against occupational exposure to chemicals, including health and safety risks, and require notification or reporting of the
storage, use and release of certain hazardous chemicals and substances. This regulatory framework imposes compliance burdens and financial
and operating risks on us. Governmental authorities have the power to enforce compliance with these regulations and to obtain injunctions
or impose civil and criminal fines in the case of violations.

 The Comprehensive Environmental Response, Compensation
and Liability Act of 1980 ("CERCLA") imposes strict, joint and several liabilities on the present and former owners and operators
of facilities that release hazardous substances into the environment. The Resource Conservation and Recovery Act of 1976 ("RCRA")
regulates the generation, transportation, treatment, storage and disposal of hazardous waste. New York and Connecticut, the states where
our production facilities are located, also have stringent laws and regulations governing the handling, storage and disposal of hazardous
substances, counterparts of CERCLA and RCRA. In addition, the Occupational Safety and Health Act, which requires employers to provide
a place of employment that is free from recognized and preventable hazards that are likely to cause serious physical harm to employees,
obligates employers to provide notice to employees regarding the presence of hazardous chemicals and to train employees in the use of
such substances.

 Federal Aviation Administration:
We are subject to regulation by the Federal Aviation Administration ("FAA") under the provisions of the Federal Aviation Act
of 1958, as amended. The FAA prescribes standards and licensing requirements for aircraft and aircraft components. We are subject to inspections
by the FAA and may be subjected to fines and other penalties (including orders to cease production) for noncompliance with FAA regulations.
Our failure to comply with applicable regulations could result in the termination of or our disqualification from some of our contracts,
which could have a material adverse effect on our operations. We have never been subject to such fines or disqualifications.

 Federal Acquisition Regulations:
All our U.S government contracts and those of many of our customers are subject to the procurement rules and regulations of the Federal
Acquisition Regulations. As such, many of our LTA agreements require us to adhere to these rules and regulations. During and after the
fulfillment of a government contract, we may be audited in respect of the direct and allocated indirect costs attributed to the project.
These audits may result in adjustments to our contract costs. Additionally, we may be subject to U.S. government inquiries and investigations
because of our participation in government procurement. Any inquiry or investigation can result in fines or limitations on our ability
to continue to bid for government contracts and fulfill existing contracts.

 More Information About Our Business and
Where to Find It

 Our Internet website is AirIndustriesGroup.com,
at which you can find our filings with the SEC, including press releases, annual reports, quarterly reports, current reports, and any
amendments to those filings. We also use our website to disseminate other material information to our investors. We also make announcements
regarding company developments and financial and operating performance through social media channels such as at Linked In.com/company/air-industries-group
to communicate with customers and the public about our Company, our products, services, and other issues. Among other things, we post
on our website and social media channels information about our public conference calls (including the scheduled dates, times and the methods
by which investors and others can listen to those calls), and we make available for replay webcasts of those calls and other presentations
for a limited time. Information and updates about our Annual Meetings will also be posted on our website including on the "Home
Page" and in the "Investor Relations" section. None of the information on our website, blog or any other website identified
herein is incorporated by reference in this annual report and such information should not be considered a part of this annual report.

 ITEM 1A. RISK FACTORS

 The purchase of our common stock involves a very
high degree of risk.

 In evaluating our common stock and our business,
you should carefully consider the risks and uncertainties described below and the other information and our consolidated financial statements
and related notes included herein. If any of the events described in the risks below actually occurs, our financial condition or
operating results may be materially and adversely affected, the price of our common stock may decline, perhaps significantly, and you
could lose all or a part of your investment.

 The risks below can be characterized into three groups:

 1)

 Risks related to our business, including risks specific to the defense and aerospace industry;

 2)

 Risks arising from our indebtedness; and

 3)

 Risks related to our status as a public company and our common stock.

 Risks Related to Our Business

 We may need additional financing to fund
investments in new or upgraded property or equipment.

 We may require additional financing to fund investments
in new or upgraded property or equipment, in order to remain competitive. If we do, we may also need to obtain the agreement of holders
of portions of our debt to extend or otherwise refinance such debt. In order to gain consent, we may need to offer these holders increases
in the rates of interest they receive or otherwise compensate them through payments of cash or issuances of our equity securities. Such
additional financing or refinancing may involve the issuance of debt, equity and/or securities convertible into or exercisable or exchangeable
for our equity securities and may not be available to us on reasonable terms, if at all. If we are unable to consummate such additional
financing or re-financing, the trading price of our common stock could be adversely affected, and the terms of such financing may adversely
affect the interests of our existing stockholders. Any failure to fund working capital when required would have a material adverse effect
on our business and financial condition and may result in a decline in our stock price. Any issuances of our common stock, preferred stock,
or securities such as warrants or notes that are convertible into, exercisable or exchangeable for, our capital stock, would have a dilutive
effect on the voting and economic interest of our existing stockholders.

 A reduction in budgeted or actual U.S. government
spending for defense or changes in the mix of defense products could materially adversely impact our business strategy, revenues, operating
results and financial condition.

 The ultimate end-user for most of our products
is the U.S. Government, with significant emphasis on military aircraft. In certain instances, our products may be exported to allied foreign
governments by the U.S. Government. Although we expect to generate net sales from all of our key aerospace and defense platforms and programs
for many years, they are subject to significant risk. Congressional appropriation and presidential approval are required for funding, leaving
our platforms and programs vulnerable to potential budget reductions at any point. For instance, a decrease in U.S. government defense
spending or a strategy shift to rocket and drone platforms instead of large military aircraft platforms, could curtail demand for our
landing gear parts and other components we provide which would likely have a materially adverse effect on our business strategy, revenues,
operating results and financial condition.

 Our operations have historically been subject
to the fluctuations in government procurement cycles and spending patterns by our customers. There can be no assurance that our financial
condition and future results of operations will not be materially adversely impacted by volatility in defense spending or changes in the
mix of product favored by the U.S. Government or other nations, or the perception among our customers regarding the likelihood of such
shifts.

 Although we have cultivated long-standing
relationships with many of our customers, the aerospace and defense industry is characterized by a smaller number of large and well-known
prime customers. We depend on revenues from these relationships and any loss, cancellation, reduction, or interruption in these relationships
could harm our business.

 Our products are purchased by a relatively small
number of large aerospace and defense customers who incorporate them into larger products for ultimate end-use by the U.S. Government,
international governments, and commercial global airlines. Consequently, we have a high degree of sales concentration among specific customers
making it challenging to diversify our customer base. In fiscal years 2024 and 2023, four customers, accounted for approximately 73.4%
and 64.2% of net sales, respectively.

 Our future success relies heavily on nurturing
expanding and effectively managing these relationships. Nevertheless, we cannot assure retention of these customers or their continuing
to purchasing at previous levels. The loss of any key customers, a decline or interruption in sales to them, or our inability to establish
relationships with new customers, could significantly impact our business.

 We depend on revenues from components for
a few aircraft programs and platforms and the cancellation or reduction of funding of them will harm our business.

 We derive a significant portion of our net sales
from supplying components for select aircraft programs and platforms, such as the F-18 Hornet, the E-2D Hawkeye, the UH-60 Black Hawk
Helicopter, Pratt & Whitney Geared Turbo-Fan Engine, the CH-53 Helicopter, the F-35 Lightning II (also known as the Joint Strike Fighter)
and the F-15 Eagle Tactical Fighter. A decrease in demand for our products, stemming from reduced aircraft production or diminished aircraft
utilization, would adversely affect our future operating results and financial condition.

 Changes in outsourcing strategies and intense competition in
our markets may lead to a reduction in our revenues and market share.

 The defense and aerospace component manufacturing
market is highly competitive. Competition has been increasing and is expected to intensify further. Our large aerospace and defense prime
customers, Tier One suppliers and many of our competitors have significantly greater technical, manufacturing, financial and marketing
resources than we do. In the future, our defense and aerospace customers could make changes in their supply chain strategies that could
adversely impact us. For instance, they could decide to in-source manufacturing, stop purchasing pursuant to existing LTA agreements or
seek other sources at any time. If they seek other suppliers, we may not be able to compete successfully against either current or future
competitors (including commercial manufacturers that wish to diversify their revenues and expand into the defense supply chain). Increased
competition could result in reduced revenue, lower margins or loss of market share, any of which could significantly harm our business,
our operating results and financial condition.

 We may lose sales if we fail to timely meet the specifications
and requirements of our customers.

 Most of our customers incorporate our products
into larger products such as aircraft assemblies or completed aircraft. They rely upon us to deliver products pursuant to existing LTA
agreements that include detailed specifications and requirements. If a customer were to conclude that it could not rely upon us for any
reason, it could look to dual source a product or rely upon another party altogether. We could be informed of a change in sourcing decisions
with limited notice or not at all. Any decision by a customer to rely upon an alternate supplier for some or all of its needs could significantly
harm our business, our operating results and our financial condition.

 We may lose sales if our suppliers fail to meet our needs or
ship raw materials to us on timely.

 We must deliver our products timely with high
quality to ensure smooth operation of our customer production lines. In order to do so, we attempt to procure our raw materials, parts
and components as well as subcontracted services from various sources and utilize multiple subcontractors. However, certain materials,
components and services are exclusively available from a sole or limited number of suppliers and we are reliant upon them. Additionally,
material sourced from overseas are susceptible to supply chain disruptions stemming from global events and political decisions. While
we believe that, in many cases, alternative supplies, components, assemblies, or subcontractors could be secured, sourcing substitutes
may necessitate the development of new suppliers or require product re-engineering and qualification, potentially leading to shipment
delays. Any interruptions in raw material shipments or subcontracted service performance could significantly harm our business, our operating
results and our financial condition.

 We may not be able to improve our gross
margin and a reduction in future sales levels could have a disproportionate effect on our gross profit as a percentage of our net sales.

 Our state-of-the-art manufacturing facilities
currently have a large percentage of fixed factory overhead relative to our overall expenses. Consequently, our gross profit as a percentage
of sales is highly linked with sales volume. If we do not increase our sales volume, it will be difficult to materially improve our gross
profit margin. Although we have plans to improve operating efficiencies at our current sales levels, we may not be able to do so. Further,
any reduction in sales volume would likely cause us to absorb the fixed overhead costs over a smaller base of sales, causing our gross
profit as a percentage of sales to decline from current levels. Any reduction in our profit margin adversely impacts our reported performance
and would have a material adverse impact on results of operation and our financial position.

 There are risks associated with the bidding processes in which
we compete.

 We obtain many LTA and other contracts through
a competitive bidding process. We must devote substantial time and resources to prepare bids and proposals and may not have contracts
awarded to us. Even if we win contracts, there can be no assurance that the prices that we bid will be sufficient to allow us to generate
a profit from any particular contract. There are significant costs involved with producing a small number of initial units of any new
product and it may not be possible to recoup such costs on later production runs.

 Due to fixed contract pricing, increasing
contract costs expose us to reduced profitability and the potential loss of business.

 The cost estimation process requires significant
judgment and expertise. Reasons for cost growth include unavailability and productivity of labor, the nature and complexity of the work
to be performed, the effect of change orders, the availability of materials, the effect of delays in performance, availability and timing
of funding from the customer, natural disasters, supply chain disruptions and the inability to recover any claims for added services necessary
to complete production. A significant change in costs from those on which we based our estimates on one or more programs could have a
material effect on our consolidated financial position or results of operations.

 The prices of raw materials we use are volatile.

 The prices of raw materials used in our manufacturing
processes are volatile. Some LTA agreement with customers allow us to increase our prices due to increases in the price of raw materials.
However, these LTA agreements generally require that we first absorb all or a portion of the price increases before being able to pass
on the increase to the customer. For some LTA agreements, we are at full risk for future price agreements. If the prices of raw materials
rise, we may not be able to pass along all of such increases to our customers and this could have an adverse impact on our financial position
and results of operations. It is possible that some of the raw materials we use might become subject to new or increased tariffs. Significant
increases in the prices of raw materials could adversely impact our customers' demand for certain products which could lead to a
reduction in our revenues and have a material adverse impact on our revenues and on our financial position and results of operations.

 Some of the products we produce have long lead times.

 Some of the products we produce require months
to produce and we sometimes produce products in excess of the number ordered intending to sell the excess as spares when orders arise.
As a result, our inventory turns slowly and ties up our working capital. Our inventory represented approximately 56% of our assets as
of December 31, 2024. Any requirement to write down the value of our inventory due to obsolescence, excess and slow moving, or a drop
in the price of materials could have a material adverse effect on our consolidated financial position and results of operations.

 We do not own the intellectual property rights to products we
produce.

 Although we develop our internal processes, nearly
all the parts and subassemblies we produce are built to customer specifications and the customer owns the intellectual property, if any,
related to the product. Consequently, if a customer desires to use another manufacturer to fabricate its part or subassembly, it would
be free to do so, which could have a material adverse effect on our business, our operating results and financial condition.

 There are risks associated with new programs.

 New programs typically carry risks associated
with design changes, acquisition of new production tools, funding commitments, imprecise or changing specifications, timing delays and
the accuracy of cost estimates associated with such programs. In addition, any new program may experience delays for a variety of reasons
after significant expenditures are made. If we were unable to perform under new programs to the customers' satisfaction or if a
new program in which we made a significant investment was terminated or experienced weak demand, delays or other problems, then our business,
financial condition and results of operations could be materially adversely affected. This could result in low margin or forward loss
contracts, and the risk of having to write-off costs and estimated earnings in excess of billings on uncompleted contracts if it were
deemed to be unrecoverable over the life of the program.

 To perform on new programs, we may be required
to incur material up-front costs which may not have been separately negotiated and may not be recoverable. Such charges and the loss of
up-front costs could have a material impact on our liquidity.

 The need to control our expenses places a significant
strain on our management and operational resources. If we are unable to control our expenses effectively, our business, results of operations
and financial condition may be adversely affected.

 There are risks associated with offering
new services to our customers.

 From time-to-time in order to reduce our dependence
on subcontractors, increase our customers' reliance upon us or increase our gross margins we offer new services to our customers,
such as painting and finishing products we already manufacture for them. There are risks associated with offering new services and even
if performed timely and correctly, it is likely that our margins for these new services will be relatively low, or even negative, in the
initial phases when volume is low. We may not be successful in achieving positive gross margins for new services or be able to ultimately
meet our customer requirements. If we are unsuccessful, it could hurt our relationship with our customers.

 Attracting and retaining executive talent and other key personnel
is an essential element of our future success.

 Our future success depends to a significant extent
upon our ability to attract executive talent, as well as the continued service of our existing executive officers and other key management
and technical personnel. We are a relatively small company and experienced management and technical, marketing and support personnel in
the defense and aerospace industries are in demand and competition for their talents is intense. Our failure to attract or retain executive,
key management and technical personnel, could have a material adverse effect on our business, financial condition and results of operations.

 We are subject to intense competition for
the skilled machinists necessary to manufacture our products.

 We are subject to intense competition for the
services of skilled machinists necessary to manufacture our products and those of other companies in the aerospace and defense industry.
In recent years, the competition for skilled employees has intensified and we have experienced wage inflation. We have strategically located
our operations in the U.S. and many companies are expanding their domestic production. As such, there is currently a shortage of skilled
workers in the U.S. In order to maintain and increase production levels, we must hire new employees and machinists for our two state-of-the
art manufacturing facilities and we may not be able to do so or the costs to hire and/or train them may significantly exceed our budget.
If the U.S. economy continues to experience inflation, our labor costs may further increase which could have a material adverse effect
on our business, financial condition and results of operations.

 We are subject to strict governmental regulations
relating to the environment, which could result in fines and remediation expense in the event of non-compliance.

 We are required to comply with extensive and frequently
changing environmental regulations at the federal, state and local levels. Among other things, these regulatory bodies impose restrictions
to control air, soil and water pollution, to protect against occupational exposure to chemicals, including health and safety risks, and
to require notification or reporting of the storage, use and release of certain hazardous substances into the environment. This extensive
regulatory framework imposes significant compliance burdens and risks on us. In addition, these regulations may impose liability for the
cost of removal or remediation of certain hazardous substances released on or in our facilities without regard to whether we knew of,
or caused, the release of such substances.

 We are also required to provide a place of employment
that is free from recognized and preventable hazards that are likely to cause serious physical harm to employees, provide notice to employees
regarding the presence of hazardous chemicals and to train employees in the use of such substances. Our operations require the use of
chemicals and other materials for painting and cleaning that are classified under applicable laws as hazardous chemicals and substances.
If we are found to be in violation of any of these rules, regulations or permits, we may be subject to fines, remediation expenses and
the obligation to change our business practice, any of which could result in substantial costs that would adversely impact our business
operations and financial condition.

 We may be subject to fines and disqualification for non-compliance
with Federal Aviation Administration regulations.

 We are subject to regulation by the FAA under
the provisions of the Federal Aviation Act of 1958, as amended. The FAA prescribes standards and licensing requirements for aircraft and
aircraft components. We are subject to inspections by the FAA and may be subjected to fines and other penalties (including orders to cease
production) for noncompliance with FAA regulations. Our failure to comply with applicable regulations could result in the termination
of or our disqualification from some of our contracts, which could have a material adverse effect on our operations. We have never been
subject to such fines or disqualification.

 Cyber security attacks, internal system
or service failures, and any unauthorized access to our customer data will have an adverse effect on our business and reputation.

 Most of our products are used by large aerospace
and prime contractors who ultimately provide them to the U.S. Government, foreign governments and commercial airlines. As such, in most
cases, we are required to maintain confidential and proprietary information on our information systems. Hackers, whether they be individuals,
entities or hostile enemies, may attempt to penetrate our network or those of our third-party hosting and storage providers, to gain access
to confidential and proprietary data. If any of this data is hacked or leaked, obtained by others or destroyed without authorization,
it could harm our reputation, we could be exposed to civil and criminal liability, which will materially impact our financial results
and financial condition. Any system or service disruptions caused by hackers or even those caused by projects to improve our information
technology capabilities, if not mitigated, could significantly disrupt our production and assembly could have an immediate material adverse
effect on our business. We could also be subject to systems failures, including network, software or hardware failures, whether caused
by us or third-party service providers, computer viruses, natural disasters or power shortages.

 If hackers gain access to sensitive, confidential
or otherwise protected information, they may attempt to force us to pay a ransom before stopping their attack. Any hacker penetration
could cause loss of data and interruptions or delays in our business, cause us to incur remediation costs or subject us to claims and
damage our reputation. In addition, the failure or disruption of our communications or utilities could cause us to interrupt or suspend
our operations or otherwise adversely affect our business. Although we utilize various procedures and controls to monitor and mitigate
the risk of these threats and have increased recent investment to improve our cyber-security posture, there can be no assurance that these
procedures and controls or new investments will be sufficient. Our property and business interruption insurance may be inadequate to compensate
us for all losses that may occur as a result of any system or operational failure or disruption which would adversely affect our business,
results of operations and financial condition. Moreover, expenditures incurred in implementing cyber security and other procedures and
controls could adversely affect our results of operations and financial condition.

 We are subject to an extensive and highly-evolving
regulatory landscape, and requirements imposed by our customers to secure our communications, and any adverse changes to, or our failure
to comply with, any laws and regulations or requirements of our clients could adversely affect our brand, reputation, business, operating
results, and financial condition.

 We subject to extensive laws, rules and regulations
directed to those who conduct business over the internet, in addition to security requirements imposed by our clients, including those
governing privacy, data governance, data protection and cybersecurity. Many LTAs that we sign with our customers also require us to comply
with strict vendor clauses including replications of specific sections of the FAR. These legal and regulatory regimes, including the laws,
rules, and regulations thereunder, may be modified, interpreted, and applied in an inconsistent manner. To the extent we have not complied
with such laws, rules, and regulations, or requirements imposed by our LTAs, we could be subject to significant fines, limitations the
products and services we provide, reputational harm, and other regulatory consequences, each of which may be significant and could adversely
affect our business, operating results, and financial condition.

 Complying with the requirements imposed by the
U.S. Government and our customers with respect to privacy, data governance, data protection and cybersecurity is costly and requires a
significant amount of attention form management.

 Any disruptive national or international
events, such as potential future public health crises, ongoing or new conflicts, domestic or foreign terrorist activities, banking crises,
the imposition of tariffs, shifts in government alliances, and responses from the U.S. Government, other nations, and the public to such
occurrences, could significantly disrupt the operations of us or our suppliers and impede our ability to procure, receive, or replenish
inventory (including raw materials). These disruptions may also present challenges in communication and lead to sudden and unexpected
shifts in product demand by our customers. Furthermore, global financial markets could experience disruptions, affecting our business
and our ability to secure future financing, including accessing debt or equity. The occurrence of any of these events could result in
lost sales and otherwise adversely affect our business, operating results, and financial condition.

 Conflicts between nations (such as the ongoing
Russia-Ukraine conflict), or between nations and terrorist organizations (such as the ongoing conflict between terrorist groups and Israel),
as well as terrorist attacks, natural disasters (such as hurricanes, fires, floods and earthquakes), unusually adverse weather conditions,
pandemic outbreaks or a banking crisis, the imposition of tariffs, shifts in government alliances, could adversely affect our operations
and financial performance. If any of these events affect us or our suppliers, it could result in an inability on our part to manufacture
products and/or result in lost sales, materially affecting our operations and financial performance.

 Additionally, such events could disrupt travel,
making it a challenge to communicate with our customers, as evidenced during the coronavirus pandemic. Moreover, they could lead to increases
in fuel or other energy prices, fuel shortages, temporary labor shortages, temporary or long-term disruptions in delivery of products
from our suppliers and disruption to our information systems, any of which could have an adverse impact on our business, operating results
and financial condition. Disruptive events could make it difficult for us to access debt and equity capital on attractive terms, or at
all, and impact our ability to service or refinance our debt, fund business activities, and repay debt on a timely basis.

 Russia's ongoing war with Ukraine,
the conflict in the Middle East, continued tensions between the US and the European Union with China and Russia, and tension between the
US and the European Union with respect to funding Ukraine's war effort, tariffs and other issues, may alter countries' willingness
to rely on others as the source of certain products and material.

 Historically, prime contractors and the entire
U.S. aerospace and defense supply chain have relied upon parts, components, and raw materials from foreign suppliers including those located
in Russia and China. Conversely, many nations chose to rely upon U.S. manufacturers as their primary source for defense products, such
as helicopters and fighter aircraft. Geo-political tensions have increased during the past several years and we expect them to continue.
Supply chain disruptions resulting from escalating political tensions and the economic disruption resulting from retaliatory measures
between any countries could result in production delays and cancellations of programs.

 Additionally, any material changes to the current
aerospace and defense supplier structure resulting from geo-political tensions or otherwise could disrupt the markets for raw materials
and supplies and our ability and the ability of our suppliers to obtain raw materials, may be significantly impacted. We cannot forecast
with any certainty whether such disruptions, restrictions imposed by various governments in response thereto and resulting changes in
business practices, may materially impact our ability and the ability of our suppliers to obtain necessary raw material, our business
and our consolidated financial position, results of operations, and cash flows.

 Risks Related to Our Indebtedness

 As of December 31, 2024, we have total indebtedness
of approximately $26,283,000, large portions of which must be redeemed or refinanced prior to December 30, 2025 and July 1, 2026. We may
not be able to achieve favorable financing terms in the future or consummate any refinancing of our existing loans prior to their respective
maturity dates. Failure to do so would materially impact our business and our stock price.

 As of December 31, 2024, we had approximately
$18,130,000 of indebtedness outstanding pursuant to a loan facility that matures on December 30, 2025 with Webster Bank ("Current
Credit Facility"). The average interest rate on this indebtedness during fiscal 2024 was 7.66%. This indebtedness is secured by
a lien on substantially all our assets.

 Additionally, as of December 31, 2024, we had
approximately $6,162,000 of subordinated notes payables ("Related Party Notes") that mature on July 1, 2026 and which are
held by two directors Michael N. Taglich and Robert F. Taglich, and their affiliates. The Related Party Notes payable carry interest rate
ranging between 7% and 12% per year. Subsequent to December 31, 2024, we repaid approximately $1,291,000 of this debt.

 In addition to $1,007,000 of finance lease obligations
and a $14,000 vehicle loan, we also had $970,000 of borrowings for the solar energy systems installed at our Barkhamsted facility pursuant
to a financing agreement ("Solar Facility") with CT Green Bank. On October 1, 2024, the Solar Facility converted to a 20-year
level payment term loan.

 If we are unable to pay or refinance our indebtedness
when due, our operations may be materially and adversely affected. We must pay or refinance large portions of this indebtedness prior
to December 30, 2025, and July 1, 2026. Since it is unlikely that we will be able to pay this debt, we have initiated steps to satisfy
portions and refinance the balance. Refinancing may require us to pay higher interest rates than we currently pay, agree to more restrictive
business or financial covenants or involve the issuance of debt, equity and/or new securities convertible into or exercisable or exchangeable
for our common stock which may adversely affect the trading price of our common stock and the interests of our existing stockholders.
Any failure to refinance our existing debt or obtain additional working capital when required would have a material adverse effect on
our business and financial condition and may result in a decline in our stock price. Any issuances of our common stock, preferred stock,
or securities such as warrants or notes that are convertible into, exercisable or exchangeable for, our capital stock, would have a dilutive
effect on the voting and economic interest of our existing stockholders.

 Our current or future leverage may adversely affect
our ability to finance future operations and capital needs, may limit our ability to pursue business opportunities and may make our results
of operations more susceptible to adverse economic conditions. Ultimately, we may not be able to successfully refinance our indebtedness
and if we cannot, we would become insolvent.

 The weighted average interest rate we paid
in 2024 on borrowings outstanding on the Current Credit Facility was 7.66% and this interest rate may increase in the future.

 The weighted average interest rate paid during
the year-ended December 31, 2024 on borrowings outstanding on the Current Credit Facility was 7.66% as compared to 7.55% for the year-ended
December 31, 2023, the increase reflects the increase in the target rates set by the Federal Reserve. Under the terms of our Current Credit
Facility, amounts due bear interest at a per annum rate equal to the greater of (i) 3.50% and (ii) a rate per annum equal to the rate
per annum published from time to time in the "Money Rates" table of the Wall Street Journal (or such other presentation within
The Wall Street Journal as may be adopted hereafter for such information) as the base or prime rate for corporate loans at the nation's
largest commercial bank, less sixty-five hundredths (-0.65%) of one percent per annum. Consequently, we may be susceptible to future increased
rates if the Federal Reserve chooses to increase its target rate of interest.

 We have a history of net losses, need to refinance our bank debt
and the opinion of our auditor contains an explanatory paragraph as to our ability to continue as a going concern.

 We incurred net losses for the years ended December
31, 2024, 2023 and 2022 of $1,366,000, $2,131,000 and $1,076,000, respectively. As of December 31, 2024, we had approximately $18,130,000
of indebtedness outstanding pursuant to our Current Credit Facility that matures on December 30, 2025 with Webster Bank ("Current
Credit Facility") and approximately $6,162,000 of subordinated notes payables ("Related Party Notes") that mature on
July 1, 2026 and which are held by two directors Michael N. Taglich and Robert F. Taglich, and their affiliates. We must pay or refinance
large portions of this indebtedness prior to its respective due dates. Further, as a condition to refinancing our Current Credit Facility
prior to December 31, 2025, Webster may require that the holders of our Related Party Notes extend or otherwise modify the subordination
agreements they have given in favor of the lender. Since it is not likely that we will be able to pay this debt, we have initiated steps
to satisfy portions and refinance the balance. These steps included the sale of shares of our common stock pursuant to our Registration
Statement on Form S-3 that was declared effective on December 19, 2024. As of March 31, 2025, we have sold 326,791 shares of our common
stock for gross proceeds of $1,412,000 of which $1,291,000 has been used to satisfy portions of the Related Party Notes. Because of the
uncertainty regarding our ability to refinance our indebtedness, our auditors have included an explanatory paragraph in their opinion
as to our ability to continue as a going concern. Refinancing our indebtedness may require us to pay higher interest rates than we currently
pay, agree to more restrictive business or financial covenants or involve the issuance of debt, equity and/or new securities convertible
into or exercisable or exchangeable for our common stock. Any failure to refinance our existing debt or obtain additional working capital
when required would have a material adverse effect on our business and financial condition.

 We may not be able to comply with the covenants
of the Current Credit Facility and our debt could be called.

 Under the terms of the Current Credit Facility,
we are required to maintain certain business and financial covenants. As of December 31, 2024, we were in compliance with the minimum
EBITDA (as defined in the Current Credit Facility) which represents net income (or loss) before interest, taxes, depreciation and amortization
of $2,800,000 on a rolling twelve-month basis. Beginning in with the fiscal quarter ending March 31, 2025 on a rolling twelve-month basis
and continuing for the fiscal quarter ending June 30, 2025 on a rolling twelve-month basis we are required to achieve a Fixed Charge Coverage
Ratio (as defined) of 1.05x which is a financial metric that is used to measure our ability to cover fixed charges such as interest and
lease expenses as divided by EBITDA. This metric increase for future fiscal quarter on a rolling twelve-month basis to 1.25x. If we were
not in compliance with the required covenant we would have to seek a waiver with our lender, but we may not be able to do so.

 Even if we obtain a waiver for the failure to
meet a financial covenant, if we do not achieve our fiscal 2025 plan and successfully execute our business strategy, we may not be able
to comply with future quarterly covenant requirements. If we fail to do so and/or are unable to obtain future waivers, we may have to
pay increased interest rates or may be required to immediately pay any outstanding debt. An increase in the interest rate would likely
have a material adverse impact on our consolidated financial position and results of operations. If we were required to make immediate
repayment, we may not be able to obtain financing to do so and would become insolvent.

 We currently do not pay dividends and the
terms of our Current Credit Facility limit our ability to pay dividends.

 We currently do not pay dividends and have no
foreseeable plans to do so. Additionally, the terms and covenants of our Current Credit Facility do not currently allow us to. In the
future should we decide to pay dividends, we would need to seek covenant changes or a waiver under our Current Credit Facility. There
can be no assurance our lenders would agree to covenant changes or grant a waiver. In addition, we may in the future incur additional
indebtedness or otherwise become subject to agreements whose terms restrict our ability to pay dividends in the future.

 Risks Related to our status as a public
company and our common stock

 There is only a limited public market for our common stock.

 Although our common stock is listed on the NYSE
American, there is only a limited number of our shares available in the public float and the related market capitalization of such float
is relatively small. The trading volume for our common stock has been limited and a more active public market for our common stock may
not develop or be sustained over time. The lack of a robust market may impair a stockholder's ability to sell shares of our common
stock. In the absence of a more active trading market, any attempt to sell our shares could result in a decrease in the price of our stock.
Specifically, our shareholders may not be able to resell their shares of common stock at or above the price paid for such shares or at
all.

 Moreover, sales of our common stock in the public
market, or the perception that such sales could occur, could negatively impact the price of our common stock. As a result, our shareholders
may not be able to sell your shares of our common stock in short time periods, or possibly at all, and the price per share of our common
stock may fluctuate significantly.

 The ownership of our common stock is highly
concentrated amongst related parties, and their interests may conflict with the interests of other stockholders.

 Two of our directors, Michael N. Taglich and Robert
F. Taglich, and their affiliates own a significant portion of our outstanding shares of common stock. They also hold $4,871,000 of Related
Party Notes as of March 31, 2025, some of which are convertible into our common stock. Although the Related Party Notes are subordinate
to the $18,130,000 of debt outstanding pursuant to the Current Credit Facility, we may require additional concessions from the holders
of the Related Party Notes when we seek to refinance the Current Credit Facility. These related parties have significant influence over
the outcome of corporate actions, including those requiring stockholder approval. The interests of these related parties may be different
from the interests of other stockholders on these and other matters. Additionally, this concentration of ownership could also have the
effect of delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control
of us, which in turn could reduce the price of our common stock.

 The market price of our common stock is
likely to be highly volatile, which could result in substantial losses to investors.

 The market price of our common stock has historically
been volatile and is likely to continue to be volatile. The market price of our common stock could fluctuate widely due to factors relating
to our operations as well as those beyond our control. Because our common stock is thinly traded, the trading price may be volatile due
to factors concerning our operations, such as variations in our operating results, failure to meet the covenants under the Current Credit
Facility, news regarding the loss of a major customer or termination or a reduction in funding for a program we are on, the loss of management
personnel, the outcome or perception of the potential outcome of any litigation, general industry conditions and significant industry
developments. In addition, the market price of our common stock may be affected by factors unrelated to our operations, such as general
economic factors, government budgeting decisions affecting our industry and developments in the financial markets and availability of
credit.

 Disruptive national and international events
and the response of the United States, other countries and the public to such events, and the resulting macroeconomic disruption to the
financial markets could lead to increased volume and price volatility for publicly traded securities which could adversely impact the
price of our common stock.

 Disruptive national and international events,
such as the outbreak of a public health crisis, conflicts between nations or between nations and terrorist organizations, terrorists acts,
natural disasters, a banking crisis, the imposition of tariffs, shifts in international alliances, the possibility of default by the U.S.
Government on its obligations due to its debt ceiling or the actuality of such an event, and the response of the U.S. Government, other
countries and the public to such events, and the resulting macroeconomic disruption to the financial markets could lead to increased volume
and price volatility for publicly traded securities which could adversely impact the price of our common stock.

 We can provide no assurance that our common
stock will continue to be listed on the NYSE American. If we fail to meet the continued listing standards of the NYSE American, our common
stock could be delisted. The delisting of our common stock could impair your ability to purchase shares of our common stock or sell your
common stock when you wish to do so which could have a negative effect on the price of our common stock.

 If we fail to satisfy the continued listing requirements
of the NYSE American, it may take steps to delist our common stock. There are measures that can be taken to remain in compliance with
certain of the listing requirements of NYSE American which often require the undertaking of a reverse stock split, selling common stock
at prices below what the Board of Directors may believe is its true value or completing a merger to acquire a new business. There are
other exchanges and trading platforms on which we could choose to list our common stock. Our Board periodically examines the costs and
benefits of listing our common stock on the NYSE American with the costs and benefits that would result from an alternative trading platform.
If our Board were to choose to seek another platform for the trading of our common stock, this could entail suspending our obligation
to file periodic reports with the SEC and using other means to make information publicly available to shareholders and potential buyers
of our common stock. There can be no assurance that any cost savings and other benefits we might achieve from trading on another
platform would outweigh any negative impact to the trading market and price of our common stock that would result from delisting from
the NYSE American.

 If we fail to meet the expectations of securities
analysts or investors, our stock price could decline significantly.

 Our quarterly and annual operating results fluctuate
significantly due to a variety of factors, some of which are outside our control. Accordingly, we believe period-to-period comparisons
should not be relied upon as indications of future performance. Some of the factors that could cause quarterly or annual operating results
to fluctuate include conditions inherent in government contracting and our business such as the timing of cost and expense recognition
for contracts, the U.S. Government contracting and budget cycles, introduction of new government regulations and standards, contract closeouts,
variations in manufacturing efficiencies, our ability to obtain components and subassemblies from contract manufacturers and suppliers,
general economic conditions and economic conditions specific to the defense market and disruptions caused by global events. Because we
base our operating expenses on anticipated revenue trends and a high percentage of our expenses are fixed in the short term, any delay
in generating or recognizing forecasted revenues could significantly harm our business.

 Fluctuations in quarterly results may cause earnings
to fall below the expectations of securities analysts and investors. In this event, the trading price of our common stock could significantly
decline. These fluctuations, as well as general economic and market conditions, may adversely affect the future market price of our common
stock, as well as our overall operating results. Consequently, our share price may experience significant volatility and may not necessarily
reflect the value of our expected performance.

 Future financings or acquisitions may adversely affect the market
price of our common stock.

 Future sales or issuances of our common stock,
including upon conversion of our outstanding convertible notes, upon exercise of our outstanding warrants and options, or as part of future
financings or acquisitions, would be substantially dilutive to the outstanding shares of common stock. Any dilution or potential dilution
may cause our stockholders to sell their shares, which would contribute to a downward movement in the price of common stock.

 We incur significant costs as a result of
operating as a public company, and our management is required to devote substantial effort to compliance requirements, including establishing
and maintaining internal controls over financial reporting, and we may be exposed to potential risks if we are unable to comply with these
requirements. Costs to comply may increase in the future.

 As a public company, we incur significant legal,
accounting and other expenses under the Sarbanes-Oxley Act of 2002, together with rules implemented by the Securities and Exchange Commission
and applicable market regulators. These rules impose various requirements on public companies, including requiring certain corporate governance
practices. Our management and other personnel will need to devote a substantial amount of time to these requirements. Moreover, if new
rules or regulations are adopted in future periods, they will likely increase our compliance costs and will make some activities more
time-consuming and costlier.

 The Sarbanes-Oxley Act, among other things, requires
that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, we must perform
system and process evaluations and testing of our internal controls over financial reporting to allow management to report on the effectiveness
of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Compliance with Section 404 may
require that we incur substantial accounting expenses and expend significant management efforts. Our testing may reveal deficiencies in
our internal controls over financial reporting that are deemed to be material weaknesses. In the event we identify significant deficiencies
or material weaknesses in our internal controls that we cannot remediate in a timely manner, the market price of our stock could decline
if investors and others lose confidence in the reliability of our financial statements and we could be subject to sanctions or investigations
by the SEC or other applicable regulatory authorities.

 If we are unable to effectively maintain
a system of internal control over financial reporting, we may not be able to accurately or timely report our financial results and our
stock price could be adversely affected.

 Our management determined that as of December
31, 2024, our disclosure controls and procedures and internal control over financial reporting were not effective due to a material weakness
regarding appropriate segregation of duties with respect to and validation of data produced by certain modules of our financial IT systems.
We first determined this weakness in fiscal 2022. Although new controls have been implemented during fiscal 2023 and 2024, we will need
to enhance and further formalize these controls during fiscal 2025. We expect to conclude our testing of effectiveness in fiscal 2025
but we may find that fiscal 2023 and 2024 remediations were not effective and have to incur additional costs to adopt new controls. A
significant increase in costs in 2025 or any failure to maintain our controls or operation of these controls, could harm our operations,
decrease the reliability of our financial reporting, and cause us to fail to meet our financial reporting obligations, which could adversely
affect our business and reduce our stock price.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 We regularly review our cybersecurity defenses
to assess our vulnerability to cybersecurity attacks from viruses, malware and more sophisticated and targeted cyber-related attacks such
as hackers looking to demand ransomware or access our systems to obtain information and data, as well as our vulnerability to cybersecurity
failures resulting from human error and technological errors. We rely upon internal information technology ("IT") personnel
working in conjunction with specialized outside security consultants on a day-to-day basis to conduct reviews and upgrade our systems
when determined to be necessary.

 Our overall strategy in combatting cybersecurity
risks includes a variety of measures, including:

 the
use of antivirus software, virtual private networks, email security, as well as other software and system-wide measures such as multi-factor
authorization to prevent and detect data intrusions;

 deployment
of updates and patches as they become available from our software suppliers and consultants and maintaining the current versions of major
software to reduce the exposure to vulnerabilities;

 the
use of third-party services to conduct mandatory online training for all employees regarding identifying and avoiding cyber-security
risks;

 the
review of the security procedures used by third parties that may host or otherwise have access to our systems;

 the
deployment of third-party cybersecurity experts to perform penetration testing on our internal and external networks and systems in an
effort to identify potential vulnerabilities; and

 consideration
of the cybersecurity risks posed by interacting with current and potential third-party service providers, suppliers and customers.

 We are not aware of any vulnerability inherent
in our systems or malware embedded in our systems that are likely to would materially affect, or are reasonably likely to materially affect,
our operations. The Company is in the process of implementing additional training and is in the process of engaging third parties to perform
various testing as indicated above.

 Day-to day management of cybersecurity threats
is conducted by our IT department in conjunction with outside service providers, which is charged with identifying and reporting threats
to senior management. On a quarterly basis, cybersecurity is reviewed by our Chief Executive Officer and Chief Financial Officer, who
are expected to report to the Audit Committee.

 Board Oversight

 The Audit Committee of our Board of Directors,
which is composed of all non-employee directors, is responsible for oversight of our efforts to eliminate cybersecurity risks. The Audit
Committee meets regularly with our Chief Executive Officer and Chief Financial Officer and, in turn, reports its finding to the Board
of Directors.

 ITEM 2. PROPERTIES

 We have strategically located our properties
in the U.S. We lease and maintain an approximately 81,000 square foot state-of-the-art manufacturing facility located in Bay Shore,
New York. We maintain our corporate headquarter at this facility whose lease expires in September 2026. We also lease a small
warehouse nearby in Bohemia, New York. That lease term expires in May 2025 and the property will be vacated at such time.

 We own a second 74,923 square foot state-of the-art
manufacturing facility located in Barkhamsted, Connecticut.

 ITEM 3. LEGAL PROCEEDINGS

 On October 2, 2018, Contract Pharmacal Corp. ("Contract
Pharmacal") commenced an action, relating to a Sublease entered into between us and Contract Pharmacal in May 2018 with respect
to the property formerly occupied by our subsidiary Welding Metallurgy, Inc. ("WMI"), at 110 Plant Avenue, Hauppauge, New
York. Contract Pharmacal sought damages for an amount in excess of $1,000,000 for our failure to make the entire premises available by
what it claims was the Sublease commencement date. On July 8, 2021, the Court denied Contract Pharmacal's motion for summary judgement.
In the Order, the court granted Contract Pharmacal's Motions to drop its claim for specific performance and to amend its Complaint
to reduce its claim for damages to $700,000. Subsequently, Contract Pharmacal moved to amend its Complaint. We opposed and the Court denied
the request to amend the Complaint. Contract Pharmacal filed a Motion to reargue which the Court denied on November 30, 2021. On March
10, 2022, Contract Pharmacal filed an appeal to the Court's decision with the Appellate Division. The Appellate Division upheld
the denial of Contract Pharmacal's motion for summary judgement and upheld the denial of its motion to amend its Complaint. On March
28, 2024, Contract Pharmacal filed a motion to reargue the appeal previously denied by the Appellate Division. Pending a decision by the
Appellate Division the Trial Court has adjourned the case. Regardless of the decision by the Appellate Division, Contract Pharmacal
will be required to file an amended complaint. We have consistently disputed the validity of the claims asserted by Contract Pharmacal
and continue to believe we have a meritorious defense to those claims based on, among other items, language in the Sublease. We intend
to continue to dispute the validity of the claim asserted by Contract Pharmacal.

 From time to time we may be engaged in various
lawsuits and legal proceedings in the ordinary course of our business. We are currently not aware of any legal proceedings the ultimate
outcome of which, in our judgment based on information currently available, would have a material adverse effect on our business, financial
condition or operating results. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial
stockholder of our common stock, is an adverse party or has a material interest adverse to our interest.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market for Our Common Stock

 Our common stock is listed on the NYSE American
under the symbol "AIRI."

 Holders

 On April 11, 2025, there were 78 stockholders
of record of our common stock. The number of record holders does not include persons who held our Common Stock in nominee or "street
name" accounts through brokers.

 Securities Authorized for Issuance Under Equity Compensation Plans

 The following table summarizes shares of our Common
Stock to be issued upon exercise of options and warrants, the weighted-average exercise price of outstanding options and warrants and
options available for future issuance pursuant to our equity compensation plans as of December 31, 2024:

 Plan Category

 Securities to

 Be

Issued Upon

 Exercise of

 Outstanding

 Options,

 Warrants and

 Rights

 Weighted

 Average

 Exercise Price

 of

Outstanding

 Options,

 Warrants and

 Rights

 Remaining

 Shares Available

 for Future

 Securities

 Issuance

 Under Equity

 Compensation

 Plans

 Equity compensation plans approved by security holders

 541,870

 $
 7.41

 150,425

 Equity compensation plans not approved by security holders

 None

 0.00

 None

 Total

 541,870

 150,425

 The provisions of each of our equity compensation
plans provide that shares covered by an award that is forfeited, expires or is settled in cash, and shares that are retained by us upon
exercise of an award to satisfy the exercise price of such award or withholding taxes due in respect of such award, are available for
future issuance under such plan, provided the plan has not been terminated or expired. We anticipate that a portion of the option awards
that have been granted will expire or be forfeited without having been exercised and will increase the number of shares remaining for
issuance under our equity compensation plans.

 Recent Sales of Unregistered Equity Securities

 Except as previously reported in our periodic
reports filed under the Exchange Act, we did not issue any unregistered equity securities during the fiscal year ended December 31, 2024.

 Purchases of Our Equity Securities

 No repurchases of our common stock were made during
the fiscal year ended December 31, 2024.

 ITEM 6. [RESERVED]

 Not required.

 ITEM 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 The following discussion of our financial condition
and results of operations should be read in conjunction with our audited consolidated financial statements for the years ended December
31, 2024 and 2023 and the notes to those statements included elsewhere in this report. This discussion contains forward-looking statements
that involve risks and uncertainties. You should specifically consider the various risk factors identified in this report that could cause
actual results to differ materially from those anticipated in these forward-looking statements.

 Business Overview

 We believe we are one of the leading manufacturers
of precision components and assemblies for large aerospace and defense contractors. Our rich history dates to 1941, producing parts for
World War II fighter aircraft. Since then, we have maintained an impeccable record with no known incidents of part failure leading to
a fatal mission. We became a public company in 2005.

 Our products include landing gear, flight controls,
engine mounts and components for aircraft jet engines and ground turbines and other complex machines. The ultimate end-user for most of
our products is the U.S. government, international governments, and commercial global airlines. Whether it is a small individual component
for assembly by others or complete assemblies we manufacture ourselves, our high quality and extremely reliable products are used in mission
critical operations that are essential for safety of military personnel and civilians.

 Although our net sales are concentrated amongst
a number of defense and aerospace prime contractors, we have cultivated long-standing relationships with a number of their subsidiaries
and/or business units. Additionally, our net sales are generated across several high-profile platforms and programs including: the F-18
Hornet, the E-2 Hawkeye, the UH-60 Black Hawk Helicopters, Geared Turbo Engines (used on smaller aircraft such as the Airbus A220 and
Embraer E2), the CH-53 Helicopter, the F-35 Lighting II and the F-15 Eagle Tactical Fighter. In many cases, we are the sole or single
supplier of certain parts and components and receive LTAs from our customers, both demonstrating their commitment to us.

 Winning a new contract award is highly competitive.
Our ability to win new contract awards generally requires us to deliver superior quality products, more quickly and with lower pricing
than our competitors. Accordingly, we must continually invest in process improvements and capital equipment. Recent investments in new
equipment have improved the productive capacity of our employees, increased our efficiency and speed, and expanded the size of products
we can manufacture. We strategically operate two state-of-the-art manufacturing centers in the U.S. This allows for rigorous oversight
of production and the adherence to stringent quality standards. Although there is currently a shortage of skilled workers, we maintain
a highly trained and close- knit team of over 184 professionals committed to driving excellence and precision in every aspect of our operations.

 Our period-to-period net sales and operating results
are significantly impacted by timing. In addition, our gross profit is affected by a variety of factors, including the mix and complexity
of products, production efficiencies, price competition and general business operating environments. In some cases, our gross profit is
impacted by our ability to deliver replacement parts on short notice. Our operations have a large percentage of fixed factory overhead.
As a result, our profit margins are highly variable with sales volumes.

 For the past several years, despite facing significant
financial and operational challenges, we have strategically invested substantial amounts in new capital equipment, tooling, and processes
to bolster our competitive position. Additionally, we expanded our sales and marketing efforts, with a sharp focus on expanding relationships
with existing customers and cultivating new ones. Fiscal 2024 marked a year of overall progress and positioning for growth. Looking forward
to fiscal 2025, our business strategy is geared towards achieving sustainable and profitable business growth. We are firmly focused on
securing new contract awards, improving operations and successful execution.

 With total unfilled contract values amounting
to $271.3 million (including our $117.9 million in backlog and all potential orders against LTA agreements previously awarded to us),
as of December 31, 2024, we are confident in our ability to boost sales in 2025, attain profitability and improve our financial position.

 RESULTS OF OPERATIONS

 Years ended December 31, 2024 and 2023:

 Selected Financial Information:

 2024

 2024

 Percentage of

 Net Sales

 2023

 2023

 Percentage of

 Net Sales

 Change
 2024 vs 2023

 Percent Change

2024 vs 2023

 Net sales

 $
 55,108,000

 100.0
 %

 $
 51,516,000

 100.0
 %

 $
 3,592,000

 6.97
 %

 Cost of sales

 46,176,000

 83.8
 %

 44,088,000

 85.6
 %

 2,088,000

 4.74
 %

 Gross profit

 8,932,000

 16.2
 %

 7,428,000

 14.4
 %

 1,504,000

 20.25
 %

 Operating expenses

 8,473,000

 15.4
 %

 7,723,000

 15.0
 %

 750,000

 9.71
 %

 Interest expense

 1,893,000

 3.4
 %

 1,920,000

 3.7
 %

 (27,000
)

 -1.41
 %

 Other income, net

 68,000

 0.1
 %

 84,000

 0.2
 %

 (16,000
)

 -19.05
 %

 Provision for income taxes

 -

 0.0
 %

 -

 0.0
 %

 -

 Net loss

 $
 (1,366,000
)

 -2.5
 %

 $
 (2,131,000
)

 -4.1
 %

 $
 765,000

 -35.90
 %

 Balance Sheet Data:

2024

2023

 Change

 Percent Change

 Cash

 $
 753,000

 $
 346,000

 407,000

 117.63
 %

 Working capital

 $
 11,776,000

 $
 12,117,000

 (341,000
)

 -2.81
 %

 Total assets

 $
 51,011,000

 $
 50,715,000

 296,000

 0.58
 %

 Total stockholders' equity

 $
 14,948,000

 $
 15,190,000

 (242,000
)

 -1.59
 %

 Comparison of Fiscal 2024 to 2023

 Net Sales: Net sales in 2024 were $55,108,000, an increase of $3,592,000 or 7.0%,
compared with $51,516,000 that we achieved in 2023. The year-over-year increase in net sales was primarily driven by the impact of the
Company's enhanced sales and marketing initiatives which contributed to higher shipment volumes against our expanding backlog. Additionally,
there have been changes in customer mix and production requirements for other key platforms and programs.

 The composition of customers that exceeded 10%
of our net sales in either 2024 or 2023 are shown below:

 Percentage of Net Sales

 Customer

 2024

 2023

 RTX (A)

 29.3
 %

 29.3
 %

 Lockheed Martin

 25.1
 %

 24.7
 %

 Northrop

 18.3
 %

 3.6
 %

 Boeing

 0.7
 %

 12.2
 %

 (A)

 RTX includes Collins Landing Systems and Collins Aerostructures

 The composition of our net sales by platform or program profiles for
the years ended December 31, 2024 and 2023 are shown below:

 Percentage of Net Sales

 Platform or Program

 2024

 2023

 E2-D Hawkeye

 24.0
 %

 18.9
 %

 UH-60 Black Hawk Helicopter

 23.1
 %

 18.1
 %

 GTF

 22.0
 %

 10.5
 %

 F-35 Lightning II

 3.7
 %

 4.0
 %

 CH-53 Helicopter

 3.4
 %

 7.4
 %

 F-18 Hornet

 2.9
 %

 24.3
 %

 All other platforms

 20.9
 %

 16.8
 %

 Total

 100.0
 %

 100.0
 %

 Period-to-period changes in customer mix and related
platforms and programs are largely attributable to customer requirements, availability of parts, production capacity and timing.

 Gross Profit: Gross profit for the
year ended December 31, 2024, amounted to $8,932,000, an increase from the $7,428,000 achieved in 2023. Our gross profit percentage in
fiscal 2024 increased to 16.2% from the 14.4% we achieved in 2023. This improvement can be attributed to our increase in sales, changes
in sales across our major platforms, shifts in product mix, and overall operating efficiencies.

 Operating Expenses: In fiscal 2024,
operating expenses totaled $8,473,000, higher than the $7,723,000 recorded in 2023. As a percentage of consolidated net sales, operating
expenses rose to 15.4%, compared to the 15.0% achieved in fiscal 2023. The increase in both dollars and percentage was primarily driven
by higher professional fees and costs associated with the improvement of our information technology system and hardening our cyber-security
protection. We continue to look for ways to reduce our costs and improve our operating performance and financial results.

 Interest Expense: Interest expense
(which includes amortization of deferred financing costs) was $1,893,000 in fiscal 2024, a decrease of $27,000 or 1.4% from $1,920,000
in 2023. The decrease is primarily attributable to a decrease in the average amount outstanding under our Current Credit Facility. The
average interest rate on our Current Credit Facility increased to 7.66% in 2024 as compared to 7.55% in 2023.

 Net Loss: Net loss for the year
ended December 31, 2024 was $1,366,000, compared to a net loss of $2,131,000 for the year ended December 31, 2023, for the reasons discussed
above.

 LIQUIDITY AND CAPITAL RESOURCES

 As of December 31, 2024, we have debt service
requirements related to:

 1)

 Outstanding indebtedness under our Current Credit Facility of $18,130,000 (consisting of a Revolving Loan of $12,905,000 and a Term Loan in the amount of $5,225,000). This debt matures on December 30, 2025, and requires us to make monthly payments of approximately $68,000 in 2025.

 2)

 Related Party Notes of approximately $6,162,000. This debt matures
on July 1, 2026. Pursuant to the Current Credit Facility we are permitted to make principal payments against this debt with money raised
pursuant to the sale of our securities under our Registration Statement on Form S-3 declared effective December 19, 2024. Subsequent
to December 31, 2024 we repaid approximately $1,291,000 of this debt out of proceeds of such sales.

 3)

 Various equipment leases and contractual obligations related to our
normal business, including advances under our Solar Facility for the installation of solar energy systems including the replacement of
the existing roof at our Sterling Facility.

 Under the terms of the Current Credit Facility,
as amended, we are required to achieve prescribed levels of EBITDA (as defined in the Current Credit Facility) at the end of each Fiscal
Quarter on a rolling basis, for the Fiscal Quarters ending September 30, 2024 and December 31, 2024. Beginning with the Fiscal Quarter
ending March 31, 2025 we are required to meet a prescribed Fixed Charge Coverage Ratio (as defined) that is determined at the end of each
fiscal quarter. This ratio is a financial metric that we use to measure our ability to cover fixed charges such as interest and lease
expenses as divided by EBITDA (as defined in the Current Credit Facility) which represents net income (loss) before interest, taxes, depreciation
and amortization. For the twelve months cumulative period ending December 31, 2024, we achieved an EBITDA of $3,640,000 as compared to
the required $2,800,000.

 As of December 31, 2024, we met all the financial
and business covenants required under the terms of the Current Credit Facility which included a minimum EBITDA on a twelve-month basis
of $2.8 million. In the past, we have not met our financial and business covenants, most recently as of March 31, 2024, and therefore
historically classified the term loan at December 31, 2023 in accordance with the guidance in Accounting Standards Codification ("ASC")
470-10-45. "Debt – Other Presentation Matters", related to the classification of callable debt.

 The Current Credit Facility expires on December
30, 2025. In addition, we are required to maintain a collection account with our lender into which substantially all cash receipts are
remitted. If we were to default under the Current Credit Facility, our lender could choose to increase the rate of interest or refuse
to make loans under the revolving portion of the Current Credit Facility and keep the funds remitted to the collection account. If the
lender were to raise the rate of interest, it would adversely impact our operating results. If the lender were to cease making new loans
under the revolving facility, we would lack the funds to continue operations. The Current Credit Facility expiration date and the rights
granted to the lender, combined with the reasonable possibility that the we might fail to meet covenants in the future, raise substantial
doubt about our ability to continue as a going concern for the one year commencing as of the date of filing this report.

 The following is a brief discussion of recent
amendments to the Current Credit Facility (all of which have been filed with the SEC):

 On August 4, 2023, we entered into a Fifth Amendment that waived a default caused by our failure to meet the required Fixed Coverage Charge Ratio for the fiscal quarter ended March 31, 2023. Additionally, the amendment provided for a revised Fixed Coverage Charge Ratio for the fiscal quarters ending June 30, 2023 and September 30, 2023 and increased the amount of purchase money secured debt (or finance leases) we are allowed to have outstanding at any time to $2,000,000. In connection with this amendment, we paid a fee of $10,000.

 On November 20, 2023, we entered into a Sixth Amendment that waived defaults caused by the failure by us to achieve the Fixed Charge Coverage Ratio of the Fifth Amendment and because we purchased capital expenditures (as defined) in excess of permitted amounts. This amendment further revised the Fixed Charge Coverage Ratio by requiring it to be calculated on a rolling period basis and not be less than, (a) 1.10x (as calculated on a six-months basis) for the fiscal quarter ending March 31, 2024, (b) 1.20x (as calculated on a nine-months basis) for the fiscal quarter ending June 30, 2024, and (c) 1.25 (as calculated on a twelve-months basis) for all fiscal quarters beginning with September 30, 2024, until the Current Credit Facility expires. This amendment also increased our ability to make additional capital expenditures up to a limit of $2,500,000 in any fiscal year. In connection with this amendment, we paid a fee of $20,000.

 On May 31, 2024, we entered into a Seventh Amendment that waived the default caused by our failure to achieve the required Fixed Charge Coverage Ratio of the Sixth Amendment. This amendment further revised our Financial Covenants. For the six months ending June 30, 2024 our EBITDA shall not be less than $740,000; for the nine months ending September 30, 2024 our EBITDA shall not be less than $1,500,000; for the twelve months ending December 31, 2024 our EBITDA shall not be less than $2,800,000. For the rolling twelve-month period ending March 31, 2025, we are required to achieve a Fixed Charge Coverage Ratio of 1.05x. Beginning with the rolling twelve-month period ending June 30, 2025 and going forward the Company is required to achieve a Fixed Charge Coverage Ratio of 1.25x. All other covenants remain unchanged. Additionally, this amendment increased the Term Loan by approximately $1,000,000 to $5,700,000, with monthly principal installments in the amount of $68,000. In connection with these changes, the Company paid an amendment fee of $20,000.

 On January 30, 2025, we entered into an Eighth Amendment to provide for an additional Term Loan in the amount of $1,640,000 for the acquisition of additional equipment. The monthly principal installments on this additional Term Loan are $19,524 This amendment further revised our Financial Covenants. For the rolling twelve-month period ending March 31, 2025 and June 30, 2035, we are required to achieve a Fixed Charge Coverage Ratio of 1.05x. Beginning with the rolling twelve-month period ending September 30, 2025 and going forward the Company is required to achieve a Fixed Charge Coverage Ratio of 1.25x. All other covenants remain unchanged. In connection with these changes, the Company paid an amendment fee of $20,000.

 Although navigating the current business landscape
remains challenging and it is difficult to predict period-to-period financial performance, we believe we will be able to meet our financial
obligations for the foreseeable future. However, if we are unable to obtain a waiver from our lender and they were to cease lending, we
would not be able meet our financial obligations. As of December 31, 2024, we have borrowing capacity of approximately $7,095,000 under
the Revolving Loan.

 In addition to required Term Loan payments of
approximately $1,011,000 in fiscal 2025, we may have to make additional payments. For so long as the Term Loan under the Current Credit
Facility remains outstanding, if Excess Cash Flow (as defined) is a positive amount for any fiscal year, we are obligated to pay an amount
equal to the lesser of (i) twenty-five percent (25%) of the Excess Cash Flow and (ii) the outstanding principal balance of the Term Loan.
Such payment shall be applied to the outstanding principal balance of the Term loan, on or prior to the April 15 immediately following
such fiscal year. For the fiscal year ended December 31, 2024, based on the calculation there is a $43,500 Excess Cash Flow payment required.

 In addition to the outstanding indebtedness under
the Current Credit Facility and Related Party Notes, we have various equipment leases and contractual obligations of an ongoing nature
which we service in the ordinary course out of our cash flow from operations.

 Our material cash requirements are for debt service,
capital expenditures and funding working capital. We have historically met these requirements with funds provided by a combination of
cash generated from operating activities and cash generated from equity and debt financing transactions. Based on our current revenue
visibility and strength of our backlog, we believe that we have sufficient liquidity to meet our cash requirements for our operations.
However,

 we must pay or refinance large portions of our
indebtedness prior to December 30, 2025, and July 1, 2026. Further, as a condition to refinancing our Current Credit Facility prior to
December 31, 2025, our lender may require that the holders of our Related Party Notes extend or otherwise modify the subordination agreements
they have given in favor of the lender. Since it is not likely that we will be able to pay this debt, we have initiated steps to satisfy
portions and refinance the balance. These steps included entering an At The Market Offering Agreement dated December 13, 2024, with
Craig-Hallum Capital Group LLC pursuant to which, as of March 31, 2025, we have sold 326,791 shares of our common stock for gross proceeds
of $1,412,000 of which $1,291,000 has been used to satisfy portions of the Related Party Notes.

 We expect to engage in discussions during 2025 with our lender under
the Current Credit Facility and related party note holders to explore potential extensions or refinancing of our obligations. Refinancing
our indebtedness may require us to pay higher interest rates than we currently pay, agree to more restrictive business or financial covenants
or involve the issuance of debt, equity and/or new securities convertible into or exercisable or exchangeable for our common stock. Any
failure to refinance our existing debt or obtain additional working capital when required would have a material adverse effect on our
business and financial condition.

 Cash Flow

 The following table summarizes our net cash flow
from operating, investing and financing activities for the periods indicated (in thousands):

 2024

 2023

 Cash provided by (used in)

 Operating activities

 $

 $
 4,862

 Investing activities

 (2,285
)

 (2,112
)

 Financing activities

 2,368

 (2,685
)

 Net increase (decrease) in cash

 $

 $

 Cash Provided By Operating Activities

 For the year ended December 31, 2024, we generated
cash flows from operations of $324,000 as compared to $4,862,000 for fiscal 2023.

 The decrease in cash flows was primarily due to
the use of a portion, $2,442,000, of customer deposits which had been advanced prior to 2024 for the procurement of long lead time raw
materials expected to be utilized in 2024.

 Cash Used In Investing Activities

 We continue to make significant investments to
enhance our competitiveness and market position. Cash used in investing activities of $2,285,000 and $2,112,000, in 2024 and 2023, respectively,
was for new property and equipment.

 We continue to make strategic investments in capital
equipment to enhance our competitiveness. The investments in 2024 and 2023 increased production efficiency and speed, while maintaining
closer tolerances. They also expanded the size of products we can manufacture. We expect to invest approximately $1,600,000 in 2025 for
new or upgraded equipment.

 Cash Provided by (Used In) Financing
Activities

 For the year ended December 31, 2024, cash provided
by financing activities was $2,368,000. During fiscal 2024, we increased borrowings under our Current Credit Facility by $2,238,000 (consisting
of a net increase in Revolving Loan borrowings of $2,101,000 and a net increase of $137,000 against the Term Loan) and received advances
of $533,000 against the Solar Facility. We also made payments of $196,000 pursuant to financing lease obligations and $9,000 on a loan
payable.

 For the year ended December 31, 2023, cash used
in financing activities was $2,685,000. During fiscal 2023, we reduced borrowings under our Current Credit Facility by $2,921,000 (consisting
of net reduction in Revolving Loan borrowings of $2,548,000 and a net decrease of $373,000 against the Term Loan). We also made payments
of $123,000 pursuant to financing lease obligations and $9,000 on a loan payable. During fiscal 2023, we also took advances of $393,000
against the Solar Facility including origination fees of $25,000.

 Critical Accounting Estimates

 A critical accounting estimate is one that is
both important to the portrayal of a company's financial condition and results of operations and requires management's most
difficult, subjective or complex judgements, often as a result of the need to make estimates about the effect of matters that are inherently
uncertain.

 Use of Estimates. The preparation of financial
statements in accordance with generally accepted accounting principles in the U.S. requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. The financial statements include estimates based
on currently available information and our judgment as to the outcome of future conditions and circumstances. Significant estimates in
these financial statements include, inventory valuation and income tax provision. Changes in the status of certain facts or circumstances
could result in material changes to the estimates used in the preparation of the financial statements and actual results could differ
from the estimates and assumptions.

 Below is a description of our critical accounting estimates:

 Inventory Valuation, which includes the estimates
 and methodology used in accounting for the transition of production costs to inventory costs. In our consolidated financial statements,
 inventory is reflected at the lower of cost or net realizable value. The Company periodically evaluates inventory items not secured by
 backlog and establishes write-downs to estimated net realizable value for excess quantities, slow-moving goods (defined as goods which
 do not have an open order and have not had movement for two years), obsolescence and for other impairments of value.

 Income Taxes. We account for income taxes under the asset and liability method, based on the income tax laws in the United States. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities using expected rates in effect for the tax year in which the differences are expected to reverse. Developing the provision for income taxes requires significant judgment and expertise in federal, international and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. The Company has recorded a valuation allowance in the current and prior years to reduce deferred tax assets to zero. If we were to subsequently determine that we would be able to realize deferred tax assets in the future in excess of its net recorded amount, an adjustment to deferred tax assets would increase net income for the period in which such determination was made. We will continue to assess the adequacy of the valuation allowance on a quarterly basis. Our judgments and tax strategies are subject to audit by various taxing authorities.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 No disclosure is required in response to this Item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Consolidated Financial Statements

 The financial statements required by this item begin on page F-1 hereof.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 An evaluation was conducted under the supervision
and with the participation of our management, including the Chief Executive Officer ("CEO"), our principal executive officer,
and Chief Financial Officer ("CFO"), our principal financial officer, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act, as of December
31, 2024. Based on that evaluation, the CEO and CFO concluded for the reasons discussed below that our disclosure controls and procedures
were not effective as of December 31, 2024 to ensure that the information required to be disclosed by us in the reports that we file or
submit under the Exchange Act, is recorded, processed, summarized and reported within the required time periods, and that such information
is accumulated and communicated to our management to allow timely decisions when required.

 Management's Report on Internal Control
over Financial Reporting

 Section 404 of the Sarbanes-Oxley Act of 2002
requires that management document and test the Company's internal control over financial reporting and include in this Form 10-K
a report on management's assessment of the effectiveness of our internal control over financial reporting.

 Management is responsible for establishing and
maintaining adequate internal control over financial reporting. Internal control over financial reporting refers to those policies, procedures
and processes that pertain to the maintenance of records that accurately and fairly reflect transactions with respect to our assets; provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles and that receipts and expenditures are made only in accordance with authorizations of our management; and
provide reasonable assurance regarding the prevention and timely detection of unauthorized transactions with respect to our assets that
could have a material effect on our financial statements.

 Because of inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

 Management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2024. In making this assessment, management used criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013).

 In connection with their review of our internal
control over financial reporting as of December 31, 2024, our Chief Executive Officer and Chief Financial Officer have concluded that
our internal controls over financial reporting were not effective as of December 31, 2024 as a result of a material weakness identified
in 2022 that was considered to not yet be remediated.

 Both in 2024 and 2023, we outsourced certain information
technology ("IT") related functions to a third-party vendor. In 2022, we identified a material weakness with respect to our
IT systems in that we did not design and/or implement primary user access controls and program change management systems over key IT systems
to validate that data produced by the relevant IT systems were complete and accurate and to ensure appropriate segregation of duties to
adequately restrict user and privileged access to the financially relevant systems and data to the Company's personnel. Further,
we identified a material weakness with respect to the activities of such vendor in connection with the design and operation of our IT
systems in that because this vendor is unable to provide a SOC 1 (Standard Operating Control) Report, we were unable to verify and validate
the effectiveness of the vendor's control procedures when implementing changes to our IT systems, including systems affecting our
financial IT applications and underlying data account records.

 In fiscal 2023 and continuing in fiscal 2024, we implemented new IT controls
that required our third-party vendor to make only changes to our IT systems with specific authorization and a requirement that such change
be monitored, in real-time by an employee of our company that is familiar with the changes that are being made by our third-party vendor.
Although we implemented a process to monitor users being granted privileged access and that such access is being monitored by a periodic
user review process, additional enhancements and more formalized documentation is still required. As such, we consider this material weakness
not to be remediated as of December 31, 2024.

 This annual report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. The rules of the Securities and Exchange
Commission do not require an attestation of the Management's report by our registered public accounting firm in this annual report.

 Change in Internal Control over Financial Reporting

 During the fourth quarter of 2024, we implemented and enhanced our internal
control over financial reporting to include a process to monitor users being granted privileged access and periodic user reviews to ensure
such privileged access continues to be appropriate. Except for these items, there have not been any changes in our internal control over
financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed
fiscal quarter ended December 31, 2024, which is the subject of this report, that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 None

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTION

 Not Applicable

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Our directors and executive officers
are:

 Name:

 Age

 Position

 Luciano (Lou) Melluzzo

 President and Chief Executive Officer

 Chief Financial Officer

 Michael N. Taglich

 Robert F. Taglich

 David J. Buonanno

 Peter D. Rettaliata

 Chairman of the Board

 Michael Brand

 Michael D. Porcelain

 Luciano (Lou) Melluzzo
has been our President and Chief Executive Officer since November 15, 2017. He joined our company on September 11, 2017 as Chief Executive
Officer. From November 2003 to September 2011, Mr. Melluzzo was employed in various capacities by EDAC Technologies Corporation ("EDAC")
rising to the level of Chief Operating Officer in 2005. EDAC is a designer, manufacturer and distributor of precision aerospace components
and assemblies, precision spindles and complex fixturing, tooling and gauging with design and build capabilities, whose shares were then
listed on the Nasdaq Capital Market. From September 2011 to November 2015, Mr. Melluzzo was self-employed in the residential real estate
redevelopment industry. From November 2015 to January 2017, he was general manager of Polar Corporation, a privately-held company specializing
in computer numeric controlled milling and turning of small hardware components for the aerospace industry.

 Scott Glassman was
appointed to the positions of Chief Financial Officer, Principal Accounting Officer and Secretary of our Company on October 16, 2023.
Mr. Glassman has been employed by the Company since March of 2019, most recently serving as the Chief Accounting Officer. Mr. Glassman
previously had been employed by the Company from February of 2007 to February of 2015, serving in various senior positions in the Company's
Financial Department. From March of 2015 to November of 2018, Mr. Glassman worked at a privately held distributor of commercial equipment
where he served as Controller. Mr. Glassman holds a Bachelor of Science degree in Accounting from the State University of New York at
Albany. Mr. Glassman has been a CPA licensed in the state of NY since 2002.

 Peter D. Rettaliata
has been a director of our Company since 2005 and was appointed Chairman of the Board on July 11, 2023. He served as our Acting President
and Chief Executive Officer from March 2, 2017 to November 15, 2017 and served as our President and Chief Executive Officer from November
30, 2005 to December 31, 2014. He also served as the President of our wholly-owned subsidiary, AIM, from 1994 to 2008. Prior to his involvement
at AIM, Mr. Rettaliata was employed by Grumman Aerospace Corporation for twenty-two years, as the Senior Procurement Officer. Professionally,
Mr. Rettaliata has served as the Chairman of "ADDAPT", an organization of regional aerospace companies, as a member of the
Board of Governors of the Aerospace Industries Association, and as a member of the Executive Committee of the AIA Supplier Council. He
is a graduate of Niagara University where he received a B.A. in History and Harvard Business School where he completed the PMD Program.

 Michael N. Taglich served
as Chairman of our Board of Directors from September 22, 2008 until July 11, 2023. He is Chairman and President of Taglich Brothers,
a New York City based securities firm which he co-founded in 1992. Mr. Taglich is currently Chairman of the Board of Mare Island Dry
Dock LLC, a company engaged in ship repair services, He also serves as a Chairman of the Board of Intellinetics Inc., and is on the board
of a number of private companies.

 Robert F. Taglich has
been a director of our Company since 2008. He is a Managing Director of Taglich Brothers, which he co-founded in 1992. Prior to founding
Taglich Brothers, Mr. Taglich was a Vice President at Weatherly Securities. Mr. Taglich has served in various positions in the securities
brokerage industry for the past 25 years Mr. Taglich holds a Bachelor's degree from New York University.

 David J. Buonanno has
been a director of our Company since 2008. He is the Founder and President of Buonanno Enterprises Consulting, providing strategic management,
supply chain/operations and recruitment services to aerospace and defense industry clients. Mr. Buonanno has extensive experience in manufacturing,
supply management and operations. He was employed by Sikorsky Aircraft, Inc., a subsidiary of United Technologies Corporation, as Vice
President, Supply Management and International Offset (from January 1997 to July 2006) and as Director, Systems Subcontracts (from November
1992 to January 1997). From May 1987 to November 1992, he was employed by General Electric Company serving as Operations Manager and Manager,
Program Materials Management of GE's Astro-Space Division. From June 1977 to May 1987, he was employed by RCA and affiliated companies.
Mr. Buonanno attended Lehigh University College of Electrical Engineering and holds a B.S. in Business Administration from Rutgers University.
He completed the Program for Management Development at Harvard Business School in 1996.

 Michael Brand has been
a director of our Company since 2012. He enjoyed a successful 32-year career in aerospace manufacturing primarily focused on jet
engines and landing gear. In 2005, he joined Goodrich as President of Goodrich Landing Gear. Prior to joining Goodrich, he had senior
management roles at GE Aircraft Engines and Teleflex Aerospace. Mr. Brand has a BS from Clarkson University, with advanced degrees
and certificates from Xavier University and the Wharton School.

 Michael Porcelain has
been a director of our Company since October 23, 2017. Mr. Porcelain has been a CPA since 1996 and currently acts as a consultant
and board member for The Independent Adviser Corporation. This privately held company operates various financial planning and advisory
websites including TheAdviser.com, 1800ADVISER.com and IRSADVISER.com. In addition to managing these platforms, the company itself provides
consulting services. Mr. Porcelain is also a private investor in a number of small and emerging companies. From 2006 through 2022, Mr.
Porcelain served in several executive positions including service as a member of the Board of Directors of Comtech Telecommunications
Corp. ("Comtech"), a publicly traded company and a leading global provider of next-generation 911 emergency systems and secure
wireless communications technologies. He was appointed Chief Executive Officer of Comtech in January 2022 and President of Comtech in
January 2020. He also served as Comtech's Chief Operating Officer from October 2018 to January 2022. Prior to holding these
positions, he served as Comtech's Chief Financial Officer from 2006 through 2018, and from 2002 to March 2006, he served as Comtech's
Vice President of Finance and Internal Audit.

 From 1998 to 2002, Mr. Porcelain
was Director of Corporate Profit and Business Planning for Symbol Technologies, a mobile wireless information solutions company. Previously,
he spent five years in public accounting holding various positions, including Manager in the Transaction Advisory Services Group of PricewaterhouseCoopers.
In March 2021, Mr. Porcelain was elected to the Board of Directors of The Fund for Modern Court, an independent court reform organization
that advocates for the improvements of the New York State Court system to ensure a diverse, highly qualified, and independent judiciary.
Since 1998, he has owned and operated The Independent Adviser Corporation, a privately held company which holds the rights to use certain
intellectual properties and trademarks (including various Internet websites) related to the financial planning and advisory industry.

 Mr. Porcelain has served as
an Adjunct Professor at both Adelphi University and St. John's University located in New York where he taught graduate level accounting
courses. Mr. Porcelain has a B.S. in Business Economics from State University of Oneonta, New York, a M.S. in Accounting and an M.B.A.
degree from Binghamton University.

 Michael N. Taglich and Robert
F. Taglich are brothers.

 All directors hold office
until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Officers are elected by
and serve at the discretion of the Board of Directors. Employee directors do not receive any compensation for their services as directors.
Non-employee directors are entitled to receive compensation for serving as directors and may receive option or stock grants from our company.

 Information Concerning the Board of Directors

 Board Leadership Structure and Risk Oversight

 The Board does not have a
policy requiring separation of the roles of Chief Executive Officer and Chairman of the Board. The Board has determined that a non-employee
director serving as Chairman is in the best interests of our stockholders at this time. This structure ensures a greater role of non-employee
Directors in the active oversight of our business, including risk management oversight, and in setting agendas and establishing Board
priorities and procedures. This structure also allows the Chief Executive Officer to focus to a greater extent on the management of our
day-to-day operations.

 The Board of Directors as
a whole is responsible for consideration and oversight of the risks we face and is responsible for ensuring that material risks are identified
and managed appropriately. Certain risks are overseen by committees of the Board of Directors and these committees make reports to the
full Board of Directors, including reports on noteworthy risk-management issues. Members of the Company's senior management team
regularly report to the full Board about their areas of responsibility and a component of these reports is the risks within their areas
of responsibility and the steps management has taken to monitor and control such exposures. Additional review or reporting on risks is
conducted as needed or as requested by the Board or one of its committees.

 Board Independence

 Our Board of Directors has
determined that David Buonanno, Peter Rettaliata, Michael Brand and Michael Porcelain are "independent directors" within the
meaning of NYSE American Rule 803A(2).

 Director Compensation

 Non-employee Directors are
entitled to receive compensation for serving as directors and may receive option grants from our company. Each Director also is entitled
to be repaid or prepaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in attending meetings
of our Board of Directors or committees of our Board of Directors or stockholder meetings or otherwise in connection with the discharge
of his duties as a Director. The compensation committee will assist the directors in reviewing and approving the compensation structure
for our directors.

 The following table sets forth
certain information regarding the compensation paid to, earned by or accrued for, our directors during the fiscal year ended December
31, 2024.

 DIRECTOR COMPENSATION

 Name

 Fees
 Earned or
 Paid In Cash
 ($)

 Stock Awards
 ($) (1)

 Option Awards
 ($)

 Non-Equity
 Incentive
 Plan
 Compensation
 ($)

 Non-Qualified
 Deferred
 Compensation
 Earnings
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 Michael Taglich

 —

 50,384

 —

 —

 —

 66,434

 Robert Taglich

 —

 50,384

 —

 —

 —

 66,434

 David Buonanno

 37,500

 —

 —

 —

 —

 53,550

 Michael Brand

 37,500

 —

 —

 —

 —

 53,550

 Michael Porcelain

 —

 57,223

 —

 —

 —

 73,273

 Peter Rettaliata

 63,252

 48,150

 —

 —

 —

 111,402

 (1)

 Director fees paid in shares.

 Board Meetings; Committees and Membership

 The Board of Directors held
seven meetings during the fiscal year ended December 31, 2024 and each of the directors attended more than 75% of the aggregate of (i)
the number of meetings of the Board of Directors and (ii) the number of meetings of all committees of the Board on which such director
served.

 We maintain the following
committees of the Board of Directors: the Audit Committee, the Compensation Committee, the Nominating Committee and the Executive Committee.
Each committee other than the Executive Committee is comprised entirely of directors who are "independent" within the meaning
of NYSE American Rule 803A(2). Each committee acts pursuant to a separate written charter, and each such charter has been adopted and
approved by the Board of Directors. Copies of the committee charters are available on our website at airindustriesgroup.com under the
heading "Investor Relations."

 Audit Committee. Messrs.
Porcelain, Brand and Buonanno are members of the Audit Committee. Mr. Porcelain serves as Chairman of the Audit Committee and also qualifies
as an "audit committee financial expert," as that term is defined in Item 407(d)(5)(ii) of Regulation S-K. The Board has determined
that each member of our Audit Committee meets the financial literacy requirements under the Sarbanes-Oxley Act and SEC rules and the independence
requirements under NYSE American Rule 803A(2).

 Our Audit Committee is responsible
for preparing reports, statements and charters of audit committees required by the federal securities laws, as well as:

 overseeing and monitoring the integrity of our consolidated financial statements, our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters, and our internal accounting and financial controls;

 preparing the report that SEC rules require be included in our annual proxy statement;

 overseeing and monitoring our independent registered public accounting firm's qualifications, independence and performance;

 providing the Board with the results of its monitoring and its recommendations; and

 providing to the Board additional information
 and materials as it deems necessary to make the Board aware of significant financial matters that require the attention of the Board.

 The Audit Committee
 held f ive meetings during fiscal 2024.

 Compensation Committee.
Our Compensation Committee is composed of Messrs. Rettaliata, Brand and Buonanno.

 The Compensation Committee
is responsible for:

 establishing our company's general compensation policy, in consultation with senior management, and overseeing the development and implementation of compensation programs;

 reviewing and approving corporate goals and objectives relevant to the compensation of the CEO, and evaluating the performance of the CEO at least annually in light of those goals and objectives and communicating the results of such evaluation to the CEO and the Board, and determining the CEO's compensation level based on this evaluation, subject to ratification by the independent directors on the Board. In determining the incentive component of CEO compensation, the Committee will consider, among other factors, the performance of our company and relative stockholder return, the value of similar incentive awards to CEOs at comparable companies, the awards given to the CEO in past years, and such other factors as the Committee may determine to be appropriate;

 reviewing and approving the compensation of all other executive officers of our company, such other managers as may be directed by the Board, and the directors of our company;

 overseeing the Board's benefit and equity compensation plans, overseeing the activities of the individuals and committees responsible for administering these plans, and discharging any responsibilities imposed on the Committee by any of these plans;

 approving issuances under, or any material amendments to, any stock option or other similar plan pursuant to which a person not previously an employee or director of our company, as an inducement material to the individual's entering into employment with our company, will acquire stock or options;

 in consultation with management, overseeing regulatory compliance with respect to compensation matters, including overseeing the company's policies on structuring compensation programs to preserve related tax objectives;

 reviewing and approving any severance or similar termination payments proposed to be made to any current or former officer of our company; and

 preparing an annual report on executive compensation for inclusion in our proxy statement for the election of directors, if required under the applicable SEC rules.

 The Compensation Committee held four meetings during
fiscal 2024.

 Nominating Committee.
Our Nominating Committee is composed of Messrs. Rettaliata, Brand and Porcelain. The purpose of the Nominating Committee is to seek and
nominate qualified candidates for election or appointment to our Board of Directors. The Nominating Committee held one meeting during
fiscal 2024.

 The Nominating Committee will
seek candidates for election and appointment that possess the integrity, leadership skills and competency required to direct and oversee
the Company's management in the best interests of its stockholders, customers, employees, communities it serves and other affected
parties.

 A candidate must be willing
to regularly attend Committee and Board of Directors meetings, to develop a strong understanding of our company, its businesses and its
requirements, to contribute his or her time and knowledge to our company and to be prepared to exercise his or her duties with skill and
care. In addition, each candidate should have an understanding of all corporate governance concepts and the legal duties of a director
of a public company.

 Stockholders may contact the
Nominating Committee Chairman, the Chairman of the Board or the Corporate Secretary in writing when proposing a nominee. This correspondence
should include a detailed description of the proposed nominee's qualifications and a method to contact that nominee if the Nominating
Committee so chooses.

 Executive Committee. Our
Executive Committee is composed of our Chairman, Peter Rettaliata, Michael Taglich and Robert Taglich. The purpose of the Executive Committee
is to assist the Board in fulfilling its functions during the intervals between meetings of the Board. The Executive Committee has all
the powers and authority of the Board in connection with the business of the Company and may act in its stead, except as set forth in
the Executive Committee Charter.

 Stockholder Communications

 Any stockholder who desires
to contact any of our directors can write to Air Industries Group, 1460 Fifth Avenue, Bay Shore, New York 11706, Attention: Stockholder
Relations. Your letter should indicate that you are an Air Industries Group stockholder. Depending on the subject matter, our stockholder
relations personnel will:

 forward the communication to the Director(s) to whom it is addressed;

 forward the communication to the appropriate management personnel;

 attempt to handle the inquiry directly, for example where it is a request for information about the Company, or it is a stock-related matter; or

 not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.

 Code of Ethics

 We have adopted a written
code of ethics that applies to our principal executive officers, senior financial officers and persons performing similar functions. Our
code of ethics is available on our website and upon written request to our corporate secretary, we will provide you with a copy, without
cost.

 ITEM 11. EXECUTIVE COMPENSATION

 The following summary compensation
table shows, for the periods indicated, information regarding the compensation awarded to, earned by or paid to each individual that served
as our principal executive officer during the fiscal year ended December 31, 2024, each other individual that was serving as an executive
officer as of December 31, 2024, and each other individual who served as executive officer during the two years ended December 31, 2024
whose compensation for either of such fiscal years exceeded $100,000 for all services rendered in all capacities to our company and its
subsidiaries. The individuals listed in the following table are referred to herein collectively as our "Named Executive Officers."

 Summary Compensation Table

 Name and Principal Position

 Year

 Salary

($)

 Bonus

($)

 Stock

awards

($)

 Option

awards

($)

 Non-equity

Incentive

Plan

Information

($)

 Nonqualified

deferred

compensation

earnings

($)

 All other

compensation

($)

 Total

($)

 2024

 374,566

 —

 620,350

 —

 —

 —

 10,800

 (1)

 1,005,716

 President and CEO

 2023

 374,575

 —

 —

 107,940

 —

 —

 10,800

 (1)

 493,315

 2024

 224,231

 —

 371,363

 —

 —

 —

 —

 595,594

 CFO

 2023

 224,231

 —

 —

 13,332

 —

 —

 —

 237,563

 Michael Recca CFO

 2023

 267,543

 —

 48,344

 —

 —

 4,950

 (1)

 320,837

 (1)

 Represents car allowance.

 Our executive officers named
in the above table do not have employment agreements providing for a fixed term of employment. All are employees at will, terminable at
any time without any severance, other than that payable to employees generally.

 Executive Compensation Policies as They Relate to Risk Management

 The Compensation Committee
and management have considered whether our compensation policies might encourage inappropriate risk taking by the Company's executive
officers and other employees. The Compensation Committee has determined that the current compensation structure aligns the interests of
the executive officers with those of the Company without providing rewards for excessive risk taking by awarding a mix of fixed and performance
based or discretionary bonuses with the performance-based compensation focused on profits as opposed to revenue growth.

 The Compensation Committee
working with management adopts a plan each year intended to award members of our management including executive officers for meeting or
exceeding targeted goals, The Committee believes the amounts to be paid to Messrs. Melluzzo and Glassman for services rendered in fiscal
2024 are appropriate in light of the significant improvement in our financial performance 2024.

 Equity Awards – 2024

 The following table shows
the grant of stock option awards to the Named Executive Officers during 2024.

 GRANT OF PLAN-BASED AWARDS

 All Other
 Option
 Awards:

 Grant
 Date Fair

 Shares of
 Stock or

 Value of
 Stock

 Name

 Grant Date

 Units (#)

 Awards ($)

 8/26/2024

 102,368

 $
 620,350

 8/26/2024

 61,281

 371,363

 Each named executive officer
was granted restricted stock units (RSUs) on August 23, 2024.

 Outstanding Equity Awards at 2024 Year-End

 The following table shows
certain information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2024.

 Option Awards

 Stock Awards

 Name

 Securities
 Underlying
 Unexercised
 Options (#)
 Exercisable

 Securities
 Underlying
 Unexercised
 Options (#)
 Unexercisable

 Option
 Exercise
 Price
 ($)

 Option
 Expiration
 Date

 Equity Incentive
 Plan Awards:
 Unearned Shares,
 Units or Other
 Rights That Have
 Not Vested
 (#)

 Equity Incentive Plan
 Awards: Market or
 Payout Value
 of Unearned
 Shares,
 Units or Other Rights
 That Have Not Vested (1) ($)

 48,000

 —

 $
 3.43

 6/30/2028

 102,368
 (2)

 $
 416,638

 9,000

 18,000

 3.50

 5/31/2028

 —

 —

 20,000

 —

 8.30

 3/31/2027

 —

 —

 18,000

 —

 12.20

 7/31/2026

 —

 —

 15,000

 —

 13.90

 3/31/2026

 —

 —

 20,000

 —

 10.30

 3/31/2025

 —

 —

 1,667

 3,333

 $
 3.50

 5/31/2028

 61,281
 (2)

 $
 249,414

 4,100

 —

 3.43

 6/30/2028

 —

 —

 3,000

 —

 8.40

 3/31/2027

 —

 —

 2,000

 —

 12.20

 7/31/2026

 —

 —

 2,250

 —

 13.90

 3/31/2026

 —

 —

 2,000

 —

 10.30

 3/21/2025

 —

 —

 (1)

 The dollar amounts shown in this column are
determined by multiplying the number of shares or units in the preceding column by $4.07, the closing price of the Company's common
stock on December 31, 2024.

 (2)

 One-third of the RSUs subject to these awards
 were released on April 1, 2025, and subject to the terms of the award agreements, the remainder of the RSUs are scheduled to vest in two
 equal annual installments commencing on April 1, 2026.

 Equity Incentive Plans

 We have four equity incentive
plans all of which are substantially identical except as to the number of awards which may be granted, pursuant to which we can grant
awards with respect to an aggregate of 540,000 shares of our common stock. We have the right to grant awards pursuant to each plan until
the tenth anniversary of the date on which it was approved by our stockholders. The 2022 Equity Incentive Plan, as amended, authorizes
grants as to 350,000 shares and was approved by our stockholders on June 2022, and amended and restated in May 23 2023; the 2017 Equity
Incentive Plan authorizes grants as to 120,000 shares and was approved by our stockholders in October 2017; the 2016 Equity Incentive
Plan authorizes grants as to 35,000 shares and was approved by our stockholders in November 2016, and the 2015 Equity Incentive Plan authorizes
grants as to 35,000 shares and was approved by our stockholders in June 2015.

 The Plans permit the Company
to grant stock awards, non-qualified and incentive stock options, restricted stock units and other forms of rewards to employees, directors
and consultants. The Plans are administered by the Compensation Committee of the Board and each has a term of ten years from the date
it was adopted by the Board.

 We adopted the Plans to provide
a means by which employees, directors, and consultants of our Company and those of our subsidiaries and other designated affiliates, which
we refer to together as our affiliates, may be given an opportunity to purchase our common stock, to assist in retaining the services
of such persons, to secure and retain the services of persons capable of filling such positions, and to provide incentives for such persons
to exert maximum efforts for our success and the success of our affiliates.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth
information known to us regarding beneficial ownership of our Common Stock as of April 3, 2025 by (i) each person known by us to own beneficially
more than 5% of our outstanding Common Stock, (ii) each of our directors, (iii) our chief executive officer and the other Named Executive
Officers, and (iii) all of our directors and executive officers as a group.

 Except as otherwise indicated,
we believe, based on information provided by each of the individuals named in the table below, that such individuals have sole investment
and voting power with respect to such shares, subject to community property laws, where applicable. As of April 3, 2025, we had outstanding
3,694,095 shares of Common Stock. Except as stated in the table, the address of the holder is c/o our company, 1460 Fifth Avenue, Bay
Shore, New York 11706.

 Directors and Executive Officers:

Shares

Beneficially

Owned

 Percent

 Michael N. Taglich

 700,509

 (1)

 17.82

 %

 Robert F. Taglich

 486,107

 (2)

 12.53

 %

 Peter D. Rettaliata

 66,292

 (3)

 1.78

 %

 David Buonanno

 22,063

 (4)

 *

 Michael Brand

 25,511

 (5)

 *

 Michael Porcelain

 70,730

 (6)

 1.91

 %

 Luciano Melluzzo, President and CEO

 183,205

 (7)

 4.75

 %

 Scott Glassman, CFO

 36,779

 (8))

 *

 All Directors and Executive Officers as a group (8 persons owning shares)

 1,567,201

 (9)

 35.55

 %

 *

 Less than 1%

 (1)

 Includes shares owned by Mr. Taglich, 23,995 shares owned by Taglich Brothers, 219,679 shares he may acquire upon conversion of convertible notes, but excluding shares for accrued interest thereon and 17,120 shares he may acquire upon exercise of options, in each case exercisable within 60 days.

 (2)

 Includes shares owned by Mr. Taglich, 23,995 shares owned by Taglich Brothers, 4,476 shares owned by custodial accounts for the benefit of his children under the NY UGMA, 168,907 shares he may acquire upon conversion of convertible notes, but excluding shares for accrued interest thereon and 17,120 shares he may acquire upon exercise of options, in each case exercisable within 60 days.

 (3)

 Includes 39,140 shares he may acquire upon exercise of options exercisable within 60 days.

 (4)

 Includes 17,260 shares he may acquire upon exercise of options exercisable within 60 days.

 (5)

 Includes 19,260 shares he may acquire upon exercise of options exercisable within 60 days.

 (6)

 Includes 17,260 shares he may acquire upon exercise of options exercisable within 60 days.

 (7)

 Includes 128,000 shares he may acquire upon exercise of options exercisable within 60 days.

 (8)

 Includes 16,350 shares he may acquire upon exercise of options exercisable within 60 days.

 (9)

 Includes 388,586 shares that may be acquired upon conversion of convertible notes, and 315,510 shares that may be acquired upon exercise of options, in each case exercisable within 60 days.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE

 Our Policy Concerning Transactions with Related Persons

 Under Item 404 of SEC Regulation
S-K, a related person transaction is any actual or proposed transaction, arrangement or relationship or series of similar transactions,
arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries
were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the
lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and in which
any of our directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of our voting securities
(a "significant shareholder"), or any member of the immediate family of any of the foregoing persons, had or will have a direct
or indirect material interest.

 We recognize that transactions
between us and any of our Directors or Executives or with a third party in which one of our officers, directors or significant shareholders
has an interest can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations
other than the best interests of our Company and stockholders.

 The Audit Committee of the
Board of Directors is charged with responsibility for reviewing, approving and overseeing any transaction between the Company and any
related person (as defined in Item 404 of Regulation S-K), including the propriety and ethical implications of any such transactions,
as reported or disclosed to the Committee by the independent auditors, employees, officers, members of the Board of Directors or otherwise,
and to determine whether the terms of the transaction are not less favorable to us than could be obtained from an unaffiliated party.

 There were no transactions
completed by us since January 1, 2023, in which the amount involved exceeded $120,000 and in which any related person has a direct or
indirect material interest except that during 2024 we incurred interest expense of $472,000 in respect of the subordinated noted held
by Michael Taglich, Robert Taglich and certain of their affiliates. As of December 31, 2024, Michael Taglich, Robert Taglich and certain
of their affiliates held subordinated notes in the aggregate principal amount of $6,162,000 as a result of transactions entered into prior
to January, 2024. Of the $6,162,000, approximately $2,732,000 bears an annual rate of interest of 6%, $2,080,000 bears an annual rate
of 7% and $1,350,000 bears an annual interest rate of 12%. Of the $6,162,000, approximately $2,732,000 can be converted at the option
of the holder into our common stock at $15.00 per share and $2,080,000 can be converted at the option of the holder into our common stock
at $9.30 per share. Subsequent to December 31, 2024 we repaid $1,291,000 of these related party notes.

 There are no transactions
currently proposed by us in which a related party has a direct or indirect financial interest in which the amount involved exceeds $120,000.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES
and SERVICES

 As required by our Audit Committee
charter, our Audit Committee pre-approved the engagement of Marcum LLP for all audit and permissible non-audit services. The Audit Committee
annually reviews the audit and permissible non-audit services performed by our principal accounting firm and reviews and approves the
fees charged by our principal accounting firm. The Audit Committee considered the role of Marcum LLP in providing tax and audit services
and other permissible non-audit services to us while it was serving as our auditor and concluded that the provision of such services,
if any, was compatible with the maintenance of such firm's independence in the conduct of its auditing functions.

 During fiscal years 2024 and
2023, the aggregate fees which we paid to or were billed by Marcum for professional services were as follows:

 2024

 2023

 Audit Fees (1)

 $
 579,000

 $
 340,000

 Audit Related Fees (2)

 -

 21,000

 Tax Fees (3)

 2,000

 62,000

 $
 581,000

 $
 423,000

 (1)

 Audit fees - these fees relate to the audit of our consolidated annual financial statements and the review of our interim quarterly condensed financial statements, comfort letters and our registration statements. The annual audit fee included in this category was $315,000 and $250,000 for 2024 and 2023, respectively.

 (2)

 Audit-related fees - the aggregate fees billed for assurance and related services by the principal accountant that are related to the performance of the audit or review of the registrant's financial statements and not reported under paragraph (1) above.

 (3)

 Tax fees - the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)

 Consolidated Financial Statements of Air Industries Group for the Year ended December 31, 2024 and 2023.

 (b)

 The following exhibits are included as part of this report. References to "the Company" in this Exhibit List mean Air Industries Group, a Nevada Corporation.

 Exhibit No.

 Description

 3.1

 Articles of Incorporation of Air Industries Group (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed August 30, 2013).

 3.2

 Certificate of Amendment increasing number of authorized shares of preferred stock and Series A Preferred Stock (incorporated herein by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 filed on April 19, 2017).

 3.3

 Amended and Restated By-Laws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014 filed on March 31, 2015).

 3.4

 Certificate of Amendment increasing number of authorized shares of common stock to 60,000,000 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2019 filed on August 8, 2019)

 3.5

 Certificate of Change filed with the Secretary of State of Nevada to effectuate reverse stock split (incorporated herein by reference to Exhibit 3.01 to the Company's Report on Form 8-K filed October 18, 2022).

 4.1

 Description of the Company's securities registered pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 27, 2020).

 10.1

 Loan and Security Agreement dated as of December 31, 2019 with Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 6, 2020)

 10.2

 Guaranty Agreement dated as of December 31, 2019 with Sterling National Bank (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed January 6, 2020)

 10.3

 Pledge Agreement dated as of December 31, 2019 with Sterling National Bank (incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed January 6, 2020)

 10.4

 First Amendment to Loan and Security Agreement with Sterling National Bank (incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed November 9, 2020)

 10.5

 Second Amendment to Loan and Security Agreement with Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed August 5, 2021)

 10.6

 Third Amendment to Loan and Security Agreement with Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 8, 2021)

 10.7

 Fourth Amendment to Loan and Security Agreement with Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 18, 2022).

 10.8

 Fifth Amendment to Loan and Security Agreement with Sterling National Bank (incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed August 10, 2023).

 10.9

 Sixth Amendment to Loan and Security Agreement with Sterling National Bank (incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed November 27, 2023).

 10.10

 Waiver and Seventh Amendment to Loan and Security Agreement with Webster Bank, National Association successor to Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 3, 2024).

 10.11

 Eighth Amendment to Loan and Security Agreement with Webster Bank, National Association successor to Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 3, 2025).

 10.12

 At The Market Offering Agreement dated December 13, 2014, By and between the Company and Craig -Hallum Capital Group LLC (incorporated herein by reference to Exhibit 1.2 to the Company's Registration Statement on Form S-3 filed December 13, 2024).

 10.13

 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-8 (Registration No. 333-206341) filed on August 13, 2015).

 10.14

 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 filed on November 14, 2016).

 10.15

 2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.79 to the Company's Registration Statement on Form S-1 (Registration No. 333-219490) filed July 26, 2017 and declared effective August 4, 2017).

 10.16

 2022 Equity Incentive Plan As Amended and Restated as of May 23, 2023 (incorporated herein by reference to Appendix A to the Company's Proxy Statement on Schedule 14A filed August 4, 2023).

 14.1

 Code of Ethics (incorporated herein by reference to Exhibit 14.1 to the Company's Annual Report on Form 10-K/A (Amendment No. 2) for the year ended December 31, 2017 filed on April 30, 2018.

 19.1

 Insider Trading Policies and Procedures (incorporated herein by reference to Exhibit 19.1 to the Company's Annual Report of Form 10K for the year ended December 31, 2023 filed on April 15, 2024).

 21.1

 Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018 filed on April 1, 2019.

 23.1*

 Consent of Marcum LLP

 31.1*

 Certification of principal executive officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.

 31.2*

 Certification of principal financial officer pursuant to Rule 13a-14 or Rule 15d-14 of the Exchange Act of 1934.

 32.1**

 Certification of principal executive officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

 32.2**

 Certification of principal financial officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

 97.1

 Policy related to Recovery
of Erroneously Awarded Compensation (incorporated herein by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2023 filed on April 15, 2024).

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Filed herewith

 **

 Furnished herewith

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

 Dated: April 15, 2025

 By:

 /s/ Luciano Melluzzo

President and Chief Executive Officer

(principal executive officer)

 By:

 /s/ Scott Glassman

Chief Financial Officer

(principal financial and accounting officer)

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on April
15, 2025 in the capacities indicated.

 Signature

 Capacity

 /s/ Luciano Melluzzo

 President and CEO

 (principal executive officer)

 /s/ Scott Glassman

 Chief Financial Officer

 (principal financial and accounting officer)

 /s/ Michael N. Taglich

 Michael N. Taglich

 /s/ Peter D. Rettaliata

 Chairman of the Board

 Peter D. Rettaliata

 /s/ Robert F. Taglich

 Robert F. Taglich

 /s/ David J. Buonanno

 David J. Buonanno

 /s/ Michael Brand

 Michael Brand

 /s/ Michael Porcelain

 Michael Porcelain

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 December 31, 2024 and 2023

 Report of Independent Registered Public Accounting Firm (Marcum LLP., Saddle Brook, NJ, PCAOB ID: 688)

 Consolidated Financial Statements:

 Consolidated Balance Sheets – As of December 31, 2024 and 2023

 Consolidated Statements of Operations – For the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Equity – For the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows – For the Years Ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 F- 1

 Report of Independent Registered Public Accounting Firm

 To the Board of Directors and Stockholders of

 Air Industries Group

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Air Industries Group and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated
statements of operations, changes in stockholders' equity and cash flows for each of the two years in the period ended December
31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023,
and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 in conformity with
accounting principles generally accepted in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Current Credit Facility
expires on December 30, 2025. In addition, the Company is required to maintain a collection account with its lender into which substantially
all the Company's cash receipts are remitted. If the Company's lender were to cease lending and keep the funds remitted to
the collection account, the Company would lack the funds to continue its operations. The Current Credit Facility expiration date and the
rights granted to the lender, combined with the reasonable possibility that the Company might fail to meet covenants in the future, raise
substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described
in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from the current period
audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ Marcum LLP

 Marcum LLP

 We have served as the Company's auditor since 2008 (such date
takes into account the acquisition of Rotenberg Meril Solomon Bertiger & Guttilla, P.C., by Marcum LLP effective February 1, 2022).

 Saddle Brook, NJ

 April 15, 2025

 F- 2

 Consolidated Balance Sheets

 2024

 2023

 ASSETS

 Current Assets

 Cash

 $
 753,000

 $
 346,000

 Accounts Receivable, Net of Allowance for Credit Losses of $ 396,000 and $ 344,000

 8,900,000

 7,892,000

 Inventory

 28,811,000

 29,851,000

 Prepaid Expenses and Other Current Assets

 371,000

 297,000

 Contract Costs Receivable

 296,000

 296,000

 Prepaid Taxes

 56,000

 37,000

 Total Current Assets

 39,187,000

 38,719,000

 Property and Equipment, Net

 8,809,000

 8,048,000

 Finance Lease Right-Of-Use-Assets

 1,113,000

 970,000

 Operating Lease Right-Of-Use-Assets

 1,190,000

 1,866,000

 Deferred Financing Costs, Net, Deposits and Other Assets

 712,000

 1,112,000

 TOTAL ASSETS

 $
 51,011,000

 $
 50,715,000

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities

 Debt

 $
 18,362,000

 $
 16,036,000

 Accounts Payable and Accrued Expenses

 7,015,000

 6,091,000

 Operating Lease Liabilities

 881,000

 880,000

 Deferred Gain on Sale

 38,000

 38,000

 Customer Deposits

 1,115,000

 3,557,000

 Total Current Liabilities

 27,411,000

 26,602,000

 Long Term Liabilities

 Debt

 1,759,000

 1,112,000

 Subordinated Notes - Related Party

 6,162,000

 6,162,000

 Operating Lease Liabilities

 702,000

 1,582,000

 Deferred Gain on Sale

 29,000

 67,000

 TOTAL LIABILITIES

 36,063,000

 35,525,000

 Commitments and Contingencies (see Note 12)

 Stockholders' Equity

 Preferred Stock, par value $.001 - Authorized 3,000,000 shares, 0 shares outstanding, at both December 31, 2024 and December 31, 2023.

 -

 -

 Common Stock - Par Value $.001 - Authorized 6,000,000 shares, 3,474,970 and 3,303,045 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

 3,000

 3,000

 Additional Paid-In Capital

 84,052,000

 82,928,000

 Accumulated Deficit

 ( 69,107,000
)

 ( 67,741,000
)

 TOTAL STOCKHOLDERS' EQUITY

 14,948,000

 15,190,000

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 51,011,000

 $
 50,715,000

 F- 3

 Consolidated Statements of Operations

For the Years Ended December 31,

 2024

 2023

 Net Sales

 $
 55,108,000

 $
 51,516,000

 Cost of Sales

 46,176,000

 44,088,000

 Gross Profit

 8,932,000

 7,428,000

 Operating Expenses

 8,473,000

 7,723,000

 Income/(Loss) from Operations

 459,000

 ( 295,000
)

 Interest Expense

 ( 1,421,000
)

 ( 1,448,000
)

 Interest Expense - Related Parties

 ( 472,000
)

 ( 472,000
)

 Other Income, Net

 68,000

 84,000

 Loss before Benefit From Income Taxes

)

)

 Provision for Income Taxes

 -

 -

 Net Loss

 $
)

 $
)

 Loss per share - Basic and diluted

 $
 ( 0.41
)

 $
 ( 0.65
)

 Weighted Average Shares Outstanding - Basic and diluted

 3,336,464

 3,278,513

 F- 4

 Consolidated Statements of Changes in Stockholders'
Equity

 For the Years Ended December 31, 2024 and 2023

 Additional

 Total

 Common Stock

 Paid-in

 Accumulated

 Stockholders'

 Shares

 Capital

 Deficit

 Equity

 Balance January 1, 2023

 3,247,937

 $
 3,000

 $
 82,446,000

 $
 ( 65,610,000
)

 $
 16,839,000

 Common Stock issued for directors fees

 55,108

 -

 200,000

 -

 200,000

 Stock Based Compensation

 -

 -

 282,000

 -

 282,000

 Net Loss

 -

 -

 -

)

)

 Balance, December 31, 2023

 3,303,045

 $
 3,000

 $
 82,928,000

 $
 ( 67,741,000
)

 $
 15,190,000

 Common Stock issued for directors fees

 39,845

 -

 157,000

 -

 157,000

 Stock Based Compensation

 -

 -

 640,000

 -

 640,000

 Exercise of stock options

 15,229

 -

 -

 -

 -

 Common Stock issued for cash

 116,851

 -

 327,000

 -

 327,000

 Net Loss

 -

 -

 -

)

)

 Balance, December 31, 2024

 3,474,970

 $
 3,000

 $
 84,052,000

 $
 ( 69,107,000
)

 $
 14,948,000

 F- 5

 Consolidated Statements of Cash Flows

For the Years Ended December 31,

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net Loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash provided by operating activities

 Depreciation of property and equipment

 2,072,000

 2,268,000

 Stock-based Compensation

 797,000

 482,000

 Amortization of Finance Lease Right-of-Use Assets

 176,000

 84,000

 Amortization of Operating Lease Right-of-Use Assets

 676,000

 607,000

 Deferred gain on sale of real estate

 ( 38,000
)

 ( 38,000
)

 (Gain)/Loss on sale of equipment

 ( 15,000
)

 14,000

 Allowances for Credit Losses

 52,000

 63,000

 Amortization of deferred financing costs

 68,000

 68,000

 Changes in Operating Assets and Liabilities

 (Increase) Decrease in Operating Assets:

 Accounts receivable

 ( 1,060,000
)

 1,528,000

 Inventory

 1,040,000

 1,970,000

 Prepaid expenses and other current assets

 ( 74,000
)

 10,000

 Prepaid taxes

 ( 19,000
)

 ( 9,000
)

 Deposits and other assets

 375,000

 ( 600,000
)

 Increase (Decrease) in Operating Liabilities:

 Accounts payable and accrued expenses

 961,000

 ( 1,451,000
)

 Operating lease liabilities

 ( 879,000
)

 ( 779,000
)

 Customer deposits

 ( 2,442,000
)

 2,776,000

 NET CASH PROVIDED BY OPERATING ACTIVITIES

 324,000

 4,862,000

 CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of property and equipment

 ( 2,301,000
)

 ( 2,119,000
)

 Proceeds from sale of fixed assets

 16,000

 7,000

 NET CASH USED IN INVESTING ACTIVITIES

 ( 2,285,000
)

 ( 2,112,000
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Note payable - revolver - net - Current Credit Facility

 2,101,000

 ( 2,548,000
)

 Proceeds from term loan - Current Credit Facility

 1,006,000

 740,000

 Proceeds from term loan - Solar Facility

 8,000

 393,000

 Proceeds from Common Stock issued for cash

 327,000

 -

 Payments of term loan - Current Credit Facility

 ( 869,000
)

 ( 1,113,000
)

 Payments of deferred Financing Costs

 -

 ( 25,000
)

 Payments of finance lease obligations

 ( 196,000
)

 ( 123,000
)

 Payments of loan payable - financed asset

 ( 9,000
)

 ( 9,000
)

 NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

 2,368,000

 ( 2,685,000
)

 NET INCREASE IN CASH

 407,000

 65,000

 CASH AT BEGINNING OF YEAR

 346,000

 281,000

 CASH AT END OF YEAR

 $
 753,000

 $
 346,000

 F- 6

 Consolidated Statements of Cash Flows

For the Years Ended December 31, (Continued)

 2024

 2023

 Supplemental cash flow information

 Cash paid during the year for interest

 $
 1,849,000

 $
 1,913,000

 Cash paid during the year for taxes

 $
 20,000

 $
 6,100

 2024

 2023

 Supplemental Disclosure of non-cash investing and finance activities

 Financing from Solar Credit Facility directly to contractor

 $
 533,000

 $
 -

 Acquisition of financed lease asset

 $
 319,000

 $
 679,000

 F- 7

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 Note 1. ORGANIZATION AND BASIS OF PRESENTATION

 Organization

 Air Industries Group is a Nevada corporation ("AIRI"). As
of and for the years ended December 31, 2024 and 2023, the accompanying consolidated financial statements presented are those of AIRI,
and its wholly-owned subsidiaries; Air Industries Machining Corp. ("AIM"), Nassau Tool Works, Inc. ("NTW"), and the
Sterling Engineering Corporation ("Sterling"), (together, the "Company").

 Principal Business Activity

 The Company is a leading manufacturer of precision
assemblies and components for large aerospace and defense prime contractors. Its products include landing gears, flight controls, engine
mounts and components for aircraft jet engines, ground turbines and other complex machines. Most of its machined components and assemblies
are integral to high-profile platforms and named programs including the F-18 Hornet, the E2D Hawkeye, the UH-60 Black Hawk Helicopter,
the Geared Turbo-Fan Engine, the CH-53 Helicopter, the F-35 Lighting II (also known as the Joint Strike Fighter) and the F-15 Eagle Tactical
Fighter.

 Our direct customers are primarily large aerospace
and defense prime contractors. The ultimate end-users for most of our products are the U.S. Government, international governments, and
commercial global airlines.

 Basis of Presentation

 The accompanying consolidated financial statements
of the Company have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States
of America and the rules and regulations of the Securities and Exchange Commission. All dollar amounts have been rounded to the nearest
whole number. As a result, totals may not sum precisely due to rounding.

 Going Concern and Management's Plan

 At each reporting period, management evaluates
whether there are conditions or events that raise substantial doubt about the Company's ability to continue as a going concern within
one year after the date that the consolidated financial statements are issued. The Company is required to make certain additional disclosures
if management concludes substantial doubt exists about the Company's ability to continue as a going concern provided that such doubt
is not alleviated by the Company's plans or when the Company's plans do not alleviate substantial doubt about its ability
to continue as a going concern. This evaluation entails analyzing prospective operating budgets and forecasts for expectations regarding
cash needs and comparing those needs to the current cash balance and expectations regarding cash to be generated over the following year.

 As of December 31, 2024, the Company met all the
financial and business covenants required under the terms of its Current Credit Facility which included a minimum EBITDA on a twelve-month
basis of $ 2.8 million. In the past, the Company has not met its financial and business covenants, most recently as of March 31, 2024,
and therefore historically classified the term loan as current at December 31, 2023 in accordance with the guidance in Accounting Standards
Codification ("ASC") 470-10-45. "Debt – Other Presentation Matters", related to the classification of callable
debt. The terms of all outstanding indebtedness are discussed further in "Note 8. Debt".

 Management's plans are to increase net sales for fiscal 2025
as compared to fiscal 2024. The Company believes that these plans are supported by the Company's 18- month funded backlog which,
as of December 31, 2024, was $ 117.9 million. Further, it anticipates increases in funded orders in 2025 pursuant to Long-Term Agreements
("LTA") agreements from its existing customers as well as new customers.

 The Company generally sources its raw material,
principally metal casting or forgings, from domestic sources. As such the company is not exposed to increased prices on imports but would
be subject to increased prices if proposed tariffs cause the general level of prices for its products to increase. One product for commercial
aviation is sourced from China. The Company's contract for this product provides for a price adjustment if the cost of the raw material
increases by more than five percent ( 5 %).

 The Company's products are used primarily
in United States military aviation and as such are more susceptible to changes in the US defense budget than to changes in general economic
conditions. However, the Company does have exposure to the commercial aviation, and demand for these products may be reduced if general
economic conditions deteriorate.

 F- 8

 The Current Credit Facility expires on December
30, 2025. In addition, the Company is required to maintain a collection account with its lender into which substantially all cash receipts
are remitted. If it were to default under the Current Credit Facility, the Company's lender could choose to increase the rate of
interest or refuse to make loans under the revolving portion of the Current Credit Facility and keep the funds remitted to the collection
account. If the lender were to raise the rate of interest, it would adversely impact the Company's operating results. If the lender
were to cease making new loans under the revolving facility, the Company would lack the funds to continue operations. The Current Credit
Facility expiration date and the rights granted to the lender, combined with the reasonable possibility that the Company might fail to
meet covenants in the future, raise substantial doubt about its ability to continue as a going concern for the one year commencing as
of the date of filing these consolidated financial statements.

 The accompanying consolidated financial statements
do not include any adjustments relating to the recoverability and classification of recorded assets or the classification of liabilities
that might be necessary should the Company be unable to continue as a going concern.

 Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Principles of Consolidation

 The accompanying consolidated financial statements
include accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated
in consolidation.

 Accounts Receivable

 Accounts receivable are carried at the original invoice amount less an
estimate made for expected credit losses based on a review of all outstanding amounts on a quarterly basis. Management determines the
allowance for expected credit losses primarily using historical experience as well as current conditions that affect the collectability
of the reported amount. Accounts receivable are written off when deemed uncollectible. Bad debt expenses are recorded in operating
expenses on the consolidated statements of operations.

 Inventory Valuation

 The Company values inventory at the lower of cost or estimated net realizable
value using the first-in first out method. The Company periodically evaluates inventory items not secured by backlog and establishes write-downs
to estimated net realizable value for excess quantities, slow-moving goods, obsolescence and for other impairments of value. Adjustments
to inventory net realizable value are recorded in cost of sales.

 Property and Equipment

 Property and equipment are carried at cost net
of accumulated depreciation and amortization. Repair and maintenance charges are expensed as incurred. Property, equipment, and improvements
are depreciated using the straight-line method over the estimated useful lives of the assets or the particular improvements. Expenditures
for repairs and improvements in excess of $ 10,000 that add to the productive capacity or extend the useful life of an asset are capitalized.
Upon disposition, the cost and related accumulated depreciation are removed from the accounts and any related gain or loss is reflected
in earnings.

 Long-Lived Assets

 Long-lived assets are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets
to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to
be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the assets exceeds the fair value of the assets. There were no events triggering a review for impairment
during the years ended December 31, 2024 and 2023.

 Deferred Financing Costs

 Costs incurred with obtaining and executing revolving
debt arrangements are capitalized and recorded in other Deferred financing costs, net, deposits, and other assets and amortized using
the effective interest method over the term of the related debt. Costs incurred with obtaining and executing other debt arrangements are
presented as a direct deduction from the carrying value of the associated debt and also amortized using the effective interest method
over the term of the related debt. The amortization of financing costs is included in interest expense in the Consolidated Statements
of Operations.

 F- 9

 Contract Costs Receivable

 Contract costs receivable represent costs to be
reimbursed from a terminated contract. Contract costs receivable totals $ 296,000 at both December 31, 2024 and 2023. The Company collected
this receivable on March 18, 2025.

 Risks and Uncertainties

 The continuing impacts of rising interest rates,
inflation, changes in foreign currency exchange rates and geopolitical developments, such as the ongoing conflict between Russia and Ukraine,
and the ongoing conflict between Israel and Hamas, the imposition of tariffs and shifts in international alliances, have resulted, and
may continue to result, in a global slowdown of economic activity, which may decrease demand for a broad variety of goods and services,
including those provided by the Company's clients and as a result, the Company, while also disrupting supply channels, sales channels
and advertising and marketing activities for an unknown period of time. Additionally, recent changes to U.S. policy implemented by the
U.S. Congress, and the Executive Branch and the responses of other nations to such actions have impacted and may in the future impact,
among other things, the U.S. and global economy, international alliances and trade relations, unemployment, immigration, healthcare, taxation,
the U.S. regulatory environment, inflation and other areas. As a result of the current uncertainty regarding economic activity, the Company
is unable to predict the size and duration of the impact on its revenue and its results of operations, if any, of actions taken to date
and those that may occur in the future. The extent of the potential impact of these macroeconomic factors on the Company's operational
and financial performance will depend on a variety of factors, including the extent of geopolitical disruption and its impact on the Company's
clients, partners, industry, and employees, all of which are uncertain at this time and cannot be accurately predicted. The Company continues
to monitor the effects of these macroeconomic factors and intends to take steps deemed appropriate to limit the impact on its business.

 There can be no assurance that precautionary measures,
whether adopted by the Company or imposed by others, will be effective, and such measures could negatively affect its sales, marketing,
and client service efforts, delay and lengthen its sales cycles, decrease its employees', clients', or partners' productivity,
or create operational or other challenges, any of which could harm its business and results of operations.

 Segment Reporting

 Operating segments are identified as components
of an enterprise about which separate discrete financial information is available for evaluation by the operating decision makers, or
decision-making group, in making decisions on how to allocate resources and assess performance. The Company operates as a single reportable
segment, as the Chief Operating Decision Maker ("CODM") reviews financial performance and makes decisions on a consolidated
basis. (See Note 15. Segment Reporting).

 Revenue Recognition

 The Company recognizes revenue to depict the
transfer of promised goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange
for those goods.

Revenue is recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance
obligations). In evaluating our contracts with our customers, we have determined that there is no future performance obligation once
delivery has occurred.

 Our revenue is generated from fixed-price contracts.
Under fixed-price contracts, we agree to perform the specified work for a pre-determined price, which we estimate during the bidding
process before the contract is awarded. To the extent our actual costs vary from the estimates upon which the price was negotiated, we
will generate more or less profit or could incur a loss.

 We evaluate the products promised in each contract
at inception to determine whether the contract should be accounted for as having one or more performance obligations. Our contracts are
typically accounted for as one performance obligation. We classify net sales as products on our consolidated statements of operations
based on the predominant attributes of the performance obligations.

 F- 10

 We determine the transaction price for each contract
based on the consideration we expect to receive for the products being provided under the contract.

 At the inception of a contract, we estimate the
transaction price based on our current rights and do not contemplate future modifications (including unexercised options) or follow-on
contracts until they become legally enforceable. Contracts can be subsequently modified to include changes in specifications, requirements
or price, which may create new or change existing enforceable rights and obligations. Depending on the nature of the modification, we
consider whether to account for the modification as an adjustment to the existing contract or as a separate contract. Generally, modifications
to our contracts are not distinct from the existing contract due to the significant integration and interrelated tasks provided in the
context of the contract. Therefore, such modifications are accounted for as if they were part of the existing contract and recognized
as a cumulative adjustment to revenue.

 We recognize revenue at the point in time in
which the performance obligation is fully satisfied. This is satisfied when the product has shipped, which is the point in time the customer
obtains control of the product and we no longer maintain control of the product.

Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 75 days.

Payments received in advance from customers are recorded as customer deposits until earned, at which time revenue is recognized. The
Terms and Conditions contained in our customer purchase orders often provide for liquidated damages in the event that a stop work or
contract termination order is issued prior to final delivery. While the products we manufacture are specific to the type of aircraft
that they are used on, there are alternate customers that can acquire and utilize these products.

 Warranties
are provided on certain contracts, but do not provide for services beyond standard assurances and are therefore not considered to be
separate performance obligations. Warranties during the years ended December 31, 2024 and 2023, were not material.

 Customer Deposits

 The Company receives advance payments on certain
contracts with the remainder of the contract balance due upon the shipment of the final product once the customer inspects and approves
the product for shipment. At that time, the entire amount will be recognized as revenue and the deposit will be applied to the customer's
invoice.

 At December 31, 2024 and 2023, customer deposits
were $ 1,115,000 and $ 3,557,000, respectively. The Company recognized revenue of $ 2,442,000 during year ended December 31, 2024, that was
included in the customer deposits balance as of December 31, 2023. The Company recognized revenue of $ 461,000 during the year ended December
31, 2023, that was included in the customer deposits balance of $ 781,000 as of December 31, 2022.

 Backlog

 Backlog represents the value of orders received
pursuant to our Long-Term Agreements ("LTA") or spot orders pursuant to a customer purchase order. As of December 31, 2024,
backlog relating to remaining performance obligations on contracts was approximately $ 117.9 million. The Company estimates that a substantial
portion of this backlog will be recognized as net sales during the next twenty-four-months, with the rest thereafter. This expectation
assumes that raw material suppliers and outsourced processing is completed and delivered on time and that the Company's customers
will accept delivery as scheduled. The Company anticipates that sales during the aforementioned periods will also include sales from expected
new orders that are not in our backlog.

 Use of Estimates

 In preparing the financial statements, management
is required to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. The
more significant management estimates are inventory valuation, and income tax provision. Actual results could differ from those estimates.
Changes in facts and circumstances may result in revised estimates, which are recorded in the period in which they become known.

 F- 11

 Credit and Concentration Risks

 A large percentage of the Company's revenues
are derived directly from large aerospace and defense prime contractors for which the ultimate end-user is the U.S. Government, international
governments or commercial airlines.

 The composition of customers that exceeded 10% of net sales for the
years ended December 31, 2024 or 2023 are shown below:

 Percentage of Net Sales

 Customer

 2024

 2023

 RTX (A)

 29.3
 %

 29.3
 %

 Lockheed Martin

 25.1
 %

 24.7
 %

 Northrop

 18.3
 %

 3.6
 %

 Boeing

 0.7
 %

 12.2
 %

 (A)
 RTX includes Collins Landing Systems and Collins Aerostructures

 The composition of customers that exceed 10% of
accounts receivable 2024 or 2023 are shown below:

 Percentage of Net Receivables

 Customer

 2024

 2023

 RTX (A)

 38.2
 %

 45.5
 %

 Ontic

 14.6
 %

 1.1
 %

 Northrop

 11.0
 %

 8.2
 %

 Boeing

 2.6
 %

 16.3
 %

 (A)
 RTX includes Collins Landing Systems and Collins Aerostructures

 Disaggregation of Revenue

 The following table summarizes revenue from contracts with customers
for the years ended December 31, 2024 and 2023:

 2024

 2023

 Product

 Military

 $
 38,498,000

 $
 42,394,000

 Commercial

 16,610,000

 9,122,000

 Total

 $
 55,108,000

 $
 51,516,000

 Cash

 For the years ended December 31, 2024 and 2023,
the Company had occasionally maintained balances in its bank accounts that were in excess of the FDIC limit. The Company has not experienced
any losses on these accounts.

 Major Suppliers

 The Company utilizes sole-source suppliers to
supply raw materials or other parts used in production. These suppliers are its only source for such parts and, therefore, in the event
any of them were to go out of business or be unable or unwilling to provide parts for any reason, its business could be severely harmed.

 F- 12

 Income Taxes

 The Company accounts for income taxes in accordance
with accounting guidance now codified as Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
740, "Income Taxes," which requires that the Company recognize deferred tax liabilities and assets based on the differences
between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the
years the differences are expected to reverse.

 The provision for, or benefit from, income taxes
includes deferred taxes resulting from the temporary differences in income for financial and tax purposes using the liability method.
Such temporary differences result primarily from the differences in the carrying value of assets and liabilities. Future realization of
deferred income tax assets requires sufficient taxable income within the carryback, carryforward period available under tax law. We evaluate,
on a quarterly basis whether, based on all available evidence, it is probable that the deferred income tax assets are realizable. Valuation
allowances are established when it is more likely than not that the tax benefit of the deferred tax asset will not be realized. The evaluation,
as prescribed by ASC 740-10, includes the consideration of all available evidence, both positive and negative, regarding historical operating
results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences,
estimated future taxable income exclusive of reversing temporary differences and carryforwards, and potential tax planning strategies
which may be employed to prevent an operating loss or tax credit carryforward from expiring unused.

 The Company accounts for uncertainties in income
taxes under the provisions of ASC 740 which clarify the accounting for uncertainty in income taxes recognized in an enterprise's
financial statements. The standard prescribes a recognition threshold and measurement attribute for the financial statement recognition
and measurement of a tax position taken or expected to be taken in a tax return. The Subtopic provides guidance on the de-recognition,
classification, interest and penalties, accounting in interim periods, disclosure and transition.

 Earnings (Loss) per share

 Basic earnings (loss) per share ("EPS")
is computed by dividing the net loss applicable to common stockholders by the weighted-average number of shares of common stock outstanding
for the period.

 For purposes of calculating diluted earnings (loss)
per common share, the numerator includes net income (loss) plus interest on convertible notes payable assumed converted as of the first
day of the period. The denominator includes both the weighted-average number of shares of common stock outstanding during the period and
the number of common stock equivalents if the inclusion of such common stock equivalents is dilutive. Dilutive common stock equivalents
potentially include stock options and warrants using the treasury stock method and convertible notes payable using the if-converted method.

 The following securities have been excluded from
the calculation as the exercise price was greater than the average market price of the common shares:

 2024

 2023

 Stock Options

 180,250

 461,870

 180,250

 461,870

 F- 13

 The following securities have been excluded from
the calculation because the effect of including these potential shares was anti-dilutive due to the net loss incurred during these periods:

 2024

 2023

 Stock Options

 236,753

 -

 Restricted Stock units

 282,628

 -

 Convertible notes payable

 405,800

 405,800

 925,181

 405,800

 Stock-Based Compensation

 The Company accounts for stock-based compensation
in accordance with FASB ASC 718, "Compensation – Stock Compensation." Under the fair value recognition provision of
the ASC, stock-based compensation cost is estimated at the grant date based on the fair value of the award. The Company estimates the
fair value of stock options and warrants granted using the Black-Scholes-Merton option pricing model and stock grants at their closing
reported market value. Stock compensation expense for employees amounted to $ 640,000 and $ 282,000 for the years ended December 31, 2024
and 2023, respectively. Stock compensation expense for directors amounted to $ 157,000 and $ 200,000 for the years ended December 31, 2024
and 2023, respectively. Stock compensation expenses for employees and directors were included in operating expenses in the accompanying
consolidated statements of operations.

 Freight Out

 Freight out is included in operating expenses
and amounted to $ 67,000 and $ 87,000 for the years ended December 31, 2024 and 2023, respectively.

 Leases

 In accordance with FASB ASC 842, "Leases"
("ASC 842"), the Company records a right-of-use (ROU) asset and a lease liability on the balance sheet for all leases with
terms longer than 12 months and classifies them as either operating or finance leases. The lease classification affects the expense recognition
in the consolidated statement of operations. Operating lease charges are recorded entirely in operating expenses. Finance lease charges
are split, where amortization of the right-of- use asset is recorded in operating expenses and an implied interest component is recorded
in interest expense.

 At the inception of an arrangement, the Company
determines whether the arrangement is or contains a lease based on the unique facts and circumstances present and the classification of
the lease including whether the contract involves the use of a distinct identified asset, whether the Company obtains the right to substantially
all of the economic benefit from the use of the asset, and whether the Company has the right to direct the use of the asset. Leases with
a term greater than one year are recognized on the balance sheet as ROU assets, lease liabilities and, if applicable, long-term lease
liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less under the practical expedient.
For contracts with lease and non-lease components, the Company has elected not to allocate the contract consideration, and to account
for the lease and non-lease components as a single lease component.

 Lease liabilities and their corresponding ROU
assets are recorded based on the present value of lease payments over the expected lease term. The implicit rates within the Company's
operating leases are generally not determinable and, therefore, the Company uses the incremental borrowing rate at the lease commencement
date to determine the present value of lease payments. The determination of the Company's incremental borrowing rate requires judgment.
The Company determines the incremental borrowing rate for each lease using it's estimated borrowing rate, adjusted for various factors
including level of collateralization, term and currency to align with the terms of the lease. The operating lease ROU asset also includes
any lease prepayments, offset by lease incentives.

 An option to extend the lease is considered in
connection with determining the ROU asset and lease liability when it is reasonably certain the Company will exercise that option. An
option to terminate is considered unless it is reasonably certain we will not exercise the option.

 Assets held under finance lease obligations are depreciated
over the shorter of their related lease terms or their estimated useful lives.

 F- 14

 Recently Issued Accounting Pronouncements

 In November 2023, Financial Accounting Standards
Board ("FASB) issued Accounting Standards Updated ("ASU") 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures, which requires public entities with a single reportable segment to provide all the disclosures required by this standard
and all existing segment disclosures in Topic 280 on an interim and annual basis, including new requirements to disclose significant segment
expenses that are regularly provided to the CODM and included within the reported measure(s) of a segment's profit or loss, the
amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of
a segment's profit or loss to assess performance and decide how to allocate resources. The amendments in this update are effective
for fiscal years beginning after December 15, 2023. The Company has retrospectively adopted this pronouncement. These updates resulted
in expanded disclosures. See Note 15. Segment Information.

 In December 2023, the FASB issued ASU 2023-09
"Income Taxes (Topic 740): Improvements to Income Tax Disclosures", related to improvements to income tax disclosures. The
amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation
and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The adoption of
this pronouncement is not expected to have a material impact on the Company's consolidated financial statements.

 In November 2024, the FASB issued ASU 2024-03, "Disaggregation of
Income Statement Expenses", which requires public business entities to disclose additional information about specific expenses categories
in the notes to financial statements at interim and annual reporting periods. The amendments in ASU 2024-03 are effective for annual reporting
periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted.
The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements
and footnote disclosures.

 The Company does not believe that any other recently
issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated
financial statements.

 Note 3. ACCOUNTS RECEIVABLE

 The components of accounts receivable at December
31, are detailed as follows:

 2024

 2023

 Accounts Receivable Gross

 $
 9,296,000

 $
 8,236,000

 Allowance for Credit Losses

 ( 396,000
)

 ( 344,000
)

 Accounts Receivable Net

 $
 8,900,000

 $
 7,892,000

 The allowance for credit losses for the years
ended December 31, 2024 and 2023 is as follows:

 Balance at

 Charged to

 Deductions

 Balance at

 Beginning of

 Costs and

 from

 End of

 Year

 Expenses

 Reserves

 Year

 Year ended December 31, 2024 Allowance for Credit Losses

 $
 344,000

 $
 203,000

 $
 ( 151,000
)

 $
 396,000

 Year ended December 31, 2023 Allowance for Credit Losses

 $
 281,000

 $
 88,000

 $
 ( 25,000
)

 $
 344,000

 F- 15

 Note 4. INVENTORY

 The components of inventory at December 31, consisted
of the following:

 2024

 2023

 Raw Materials

 $
 6,318,000

 $
 4,968,000

 Work In Progress

 13,028,000

 12,798,000

 Semi-Finished Goods

 8,805,000

 10,296,000

 Final-Finished Goods

 660,000

 1,789,000

 Total Inventory

 $
 28,811,000

 $
 29,851,000

 Note 5. PROPERTY AND EQUIPMENT

 The components of property and equipment at December
31, consisted of the following:

 2024

 2023

 Land

 $

 300,000

 $

 300,000

 Buildings and Improvements

 2,739,000

 2,206,000

 31.5 years

 Machinery and Equipment

 25,592,000

 24,552,000

 5 - 8 years

 Tools and Instruments

 15,238,000

 14,314,000

 1.5 - 7 years

 Automotive Equipment

 266,000

 266,000

 5 years

 Furniture and Fixtures

 309,000

 299,000

 5 - 8 years

 Leasehold Improvements

 1,139,000

 1,025,000

 Term of lease

 Computers and Software

 605,000

 605,000

 4 - 6 years

 Total Property and Equipment

 46,188,000

 43,567,000

 Less: Accumulated Depreciation

 ( 37,379,000
)

 ( 35,519,000
)

 Property and Equipment, net

 $
 8,809,000

 $
 8,048,000

 Depreciation expense for the years ended December
31, 2024 and 2023 was approximately $ 2,072,000 and $ 2,268,000, respectively.

 Note 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 The components of accounts payable and accrued
expenses at December 31, are detailed as follows:

 2024

 2023

 Accounts Payable

 $
 5,580,000

 $
 5,461,000

 Accrued Payroll

 369,000

 373,000

 Accrued Bonuses

 350,000

 -

 Accrued Expenses – other

 716,000

 257,000

 Accounts Payable and accrued expenses

 $
 7,015,000

 $
 6,091,000

 F- 16

 Note 7. SALE-LEASEBACK TRANSACTION

 On October 24, 2006, the Company consummated a
Sale - Leaseback Arrangement, whereby the Company sold the buildings and real property located in Bay Shore, New York (the "Bay
Shore Property") for a purchase price of $ 6,200,000. The Company realized a gain on the sale of $ 1,051,000 of which $ 300,000 was
recognized during the year ended December 31, 2006. The remaining $ 751,000 is being recognized ratably over the remaining term of the
 twenty - year lease at approximately $ 38,000 per year. The gain is included in Other Income in the accompanying Consolidated Statements
of Operations. The unrecognized portion of the gain in the amount of $ 67,000 and $ 105,000 as of December 31, 2024 and 2023, respectively,
is classified as Deferred Gain on Sale in the accompanying Consolidated Balance Sheets.

 The Company accounted for these transactions under
the provisions of FASB ASC 840-40, "Leases-Sale-Leaseback Transactions."

 Simultaneous with the closing of the sale of the
Bay Shore Property, the Company entered into a 20-year lease (the "Lease") expiring in September 2026 with the purchaser for
the property. Base annual rent is approximately $ 540,000 for the first five years, $ 560,000 for the sixth year, and thereafter increases
 3 % per year. The Lease grants the Company an option to renew the Lease for an additional period of five years. The Company has on deposit
with the landlord $ 89,000 as security for the performance of its obligations under the Lease. Pursuant to the terms of the Lease, the
Company is required to pay all of the costs associated with the operation of the facilities, including, without limitation, insurance,
taxes and maintenance. The lease also contains customary representations, warranties, obligations, conditions and indemnification provisions
and grants the landlord customary remedies upon a breach of the lease by the Company, including the right to terminate the Lease and hold
the Company liable for any deficiency in future rent. See Note 9 – Operating Lease Liabilities.

 Note 8. Debt

 Indebtedness to third parties consists of the
following:

 2024

 2023

 Revolving loan to Webster Bank ("Webster")

 $
 12,905,000

 $
 10,804,000

 Term loan, Webster

 5,225,000

 5,045,000

 CT Green Bank Loan

 970,000

 393,000

 Finance lease obligations

 1,007,000

 884,000

 Loans Payable - financed assets

 14,000

 22,000

 Subtotal

 20,121,000

 17,148,000

 Less: Current portion

 ( 18,362,000
)

 ( 16,036,000
)

 Long Term Portion

 $
 1,759,000

 $
 1,112,000

 Current Credit Facility

 The Company has a credit facility ("Current
Credit Facility") with Webster Bank that expires on December 30, 2025. This facility, which was entered into on December 31, 2019,
was amended several times, and now provides for a $ 20,000,000 revolving loan ("Revolving Line of Credit"), a $ 5,700,000 term
loan and a $ 1,640,000 term loan ("Term Loans"). The loan is secured by a lien on substantially all of the assets of the Company.

 As of December 31, 2024, there is $ 12,905,000
outstanding under the Revolving Line of Credit and $ 5,225,000 under the Term Loans.

 As discussed in Note 1, the Current Credit Facility
expires on December 30, 2025. Therefore, the entire Term Loan is classified as short term as of December 31, 2024.

 F- 17

 The below table shows the timing of payments due
under the Term Loans:

 For the year ending

 December 31, 2025

 $
 5,225,000

 Term Loan payable

 5,225,000

 Less: Current portion of Term Loan payable

 ( 5,225,000
)

 Total long-term portion of Term Loan payable

 $
 -

 Interest expense related to the Current Credit
Facility amounted to approximately $ 1,304,000 and $ 1,391,000 for the years ended December 31, 2024 and 2023, respectively. Interest expense
includes the amortization of deferred finance costs of $ 68,000 and $ 68,000 in 2024 and 2023, respectively.

 As of December 31, 2024, the Company was in full compliance with all financial
covenants. The below summarizes various terms of the Current Credit Facility:

 The Company is required to achieve a defined EBITDA (Non-GAAP measure)
amount at the end of each Fiscal Quarter on a rolling basis. As of December 31, 2024, the Company achieved and exceeded the required EBITDA
for the cumulative twelve months period ending December 31, 2024. Beginning with the Fiscal Quarter ending March 31, 2025, the Company
is required to meet a Fixed Charge Coverage Ratio (as defined) that is determined at the end of each fiscal quarter on a rolling twelve
month basis of 1.05x and beginning with the fiscal quarter ending September 30, 2025 the Company is required to meet a Fixed Coverage
Charge Ratio of 1.25x.

 For so long as the Term Loan remains outstanding, if Excess Cash Flow (as defined) is a positive number for any fiscal year the Company shall pay an amount equal to the lesser of (i) twenty-five percent ( 25 %) of the Excess Cash Flow for such fiscal year and (ii) the outstanding principal balance of the term loan. Such payment shall be applied to the outstanding principal balance of the Term Loan, on or prior to the April 15 immediately following such fiscal year. For the fiscal year ended December 31, 2024, based on the calculation there is a $ 43,500 Excess Cash Flow payment required.

 Both the Revolving Line of Credit and the Term Loan will bear an interest rate equal to the greater of (i) 3.50% and (ii) a rate per annum equal to the rate per annum published from time to time in the "Money Rates" table of the Wall Street Journal (or such other presentation within The Wall Street Journal as may be adopted hereafter for such information) as the base or prime rate for corporate loans at the nation's largest commercial bank, less sixty-five hundredths (-0.65%) of one percent per annum. The average interest rate charged was 7.66 % and 7.55 % for the years ended December 31, 2024 and 2023, respectively.

 The Current Credit Facility limits the amount of capital expenditures and dividends the Company can pay to its stockholders. Substantially all of the Company's assets are pledged as collateral.

 The below summarizes historical amendments to
the Current Credit Facility

 On August 4, 2023, we entered into a Fifth Amendment that waived a default caused by our failure to meet the required Fixed Coverage Charge Ratio for the fiscal quarter ended March 31, 2023. Additionally, the amendment provided for a revised Fixed Coverage Charge Ratio for the fiscal quarters ending June 30, 2023 and September 30, 2023 and increased the amount of purchase money secured debt (or finance leases) we are allowed to have outstanding at any time to $ 2,000,000. In connection with this amendment, we paid a fee of $ 10,000.

 F- 18

 On November 20, 2023, we entered into a Sixth
Amendment that waived defaults caused by the failure by us to achieve the Fixed Charge Coverage Ratio of the Fifth Amendment and because
we purchased capital expenditures (as defined) in excess of permitted amounts. This amendment further revised the Fixed Charge Coverage
Ratio by requiring it to be calculated on a rolling period basis and not be less than, (a) 1.10x (as calculated on a six-months basis)
for the fiscal quarter ending March 31, 2024, (b) 1.20x (as calculated on a nine-months basis) for the fiscal quarter ending June 30,
2024, and (c) 1.25 (as calculated on a twelve-months basis) for all fiscal quarters beginning with September 30, 2024, until the Current
Credit Facility expires. This amendment also increased our ability to make additional capital expenditures up to a limit of $ 2,500,000
in any fiscal year. In connection with this amendment, we paid a fee of $ 20,000.

 On May 31, 2024, we entered into a Seventh Amendment that waived the default caused by our failure to achieve the required Fixed Charge Coverage Ratio of the Sixth Amendment. This amendment further revised our Financial Covenants. For the six months ending June 30, 2024 our EBITDA shall not be less than $ 740,000; for the nine months ending September 30, 2024 our EBITDA shall not be less than $ 1,500,000; for the twelve months ending December 31, 2024 our EBITDA shall not be less than $ 2,800,000. For the rolling twelve-month period ending March 31, 2025, we are required to achieve a Fixed Charge Coverage Ratio of 1.05x. Beginning with the rolling twelve-month period ending June 30, 2025 and going forward the Company is required to achieve a Fixed Charge Coverage Ratio of 1.25x. All other covenants remain unchanged. Additionally, this amendment increased the Term Loan by approximately $ 1,000,000 to $ 5,700,000, with monthly principal installments in the amount of $ 68,000. In connection with these changes, the Company paid an amendment fee of $ 20,000.

 On January 30, 2025, we entered into an Eighth Amendment to provide for an additional Term Loan in the amount of $ 1,640,000 for the acquisition of additional equipment. The monthly principal installments on this additional Term Loan are $ 19,524. This amendment further revised our Financial Covenants. For the rolling twelve-month period ending March 31, 2025 and June 30, 2025, we are required to achieve a Fixed Charge Coverage Ratio of 1.05x. Beginning with the rolling twelve-month period ending September 30, 2025 and going forward the Company is required to achieve a Fixed Charge Coverage Ratio of 1.25x. Additionally, the Company is allowed to pay off up to $ 4,800,000 of related party notes with funds raised in the Company's At The Market debt offering. All other covenants remain unchanged. In connection with these changes, the Company paid an amendment fee of $ 20,000.

 All amendment fees paid in connection with the
Current Credit Facility that are for a future benefit of the Company are included in Deferred Financing Costs, Net, Deposits and Other
Assets, in the accompanying consolidated balance sheets and are amortized over the term of the loan.

 As of December 31, 2024, the Company has borrowing
capacity of approximately $ 7,095,000 under the Revolving Loan.

 Solar Credit Facility

 On August 16, 2023, the Company entered into a
financing agreement ("Solar Credit Facility") with CT Green Bank, a quasi-public agency of the State of Connecticut, for the
installation of solar energy systems including replacing the existing roof ("Project") at its Sterling facility. The Solar
Credit Facility provided for advances to be made by CT Green Bank upon its approval of costs incurred on the Project up to $ 934,000. As
of October 1, 2024, cumulative advances totaling $ 934,000 had been made including the payment of CT Green Bank's closing costs of
$ 25,000. Total interest accrued on the advances at the rate of 5 % was $ 36,000.

 On October 1, 2024, the total cumulative advances
of $ 934,000 along with the total accrued interest of $ 36,000 was converted by CT Green Bank, in accordance with the financing agreement,
to a 20 -year level payment term loan in the amount of $ 970,000 with interest accruing at the rate of 5.75 %. Semi-annual payments in the
amount of $ 42,000 are due commencing on July 1, 2025. The first semi-annual payment will be for interest only, subsequent semi-annual
payments beginning with the payment due on January 1, 2026 will include both principal and interest. As of December 31, 2024, the amount
classified as long term is $ 970,000 and the amount classified as current is $ 0.

 Interest expense related to the Solar Credit Facility
amounted to approximately $ 44,000 and $ 6,000 for the years ended December 31, 2024 and 2023, respectively.

 F- 19

 Finance Lease Obligations

 The Company has entered into finance leases for
the purchase of manufacturing equipment. The obligations for the finance leases totaled $ 1,007,000 and $ 884,000 as of December 31, 2024
and 2023, respectively. The leases have an average imputed interest rate of 7.31 % per annum and are payable monthly with the final payments
due between September of 2026 and May of 2030. Interest expense related to the finance leases amounted to approximately $ 73,000 and $ 50,000
for the years ended December 31, 2024 and 2023, respectively

 2024

 2023

 Finance Lease cost:

 Amortization of ROU assets

 $
 176,000

 $
 84,000

 Interest on lease liabilities

 73,000

 50,000

 Total lease Costs

 $
 249,000

 $
 134,000

 Other Information:

 Cash Paid for amounts included in the measurement lease liabilities:

 Financing cash flow from finance lease obligations

 $
 196,000

 $
 123,000

 Supplemental disclosure of non-cash activity

 Acquisition of finance lease asset

 $
 319,000

 $
 679,000

 2024

 2023

 Weighted Average Remaining Lease Term - in years

 4.8

 5.4

 Weighted Average Discount rate - %

 7.44
 %

 7.31
 %

 As of December 31, 2024, the aggregate future
minimum finance lease payment, including imputed interest are as follows:

 For the year ending

 December 31, 2025

 $
 291,000

 December 31, 2026

 266,000

 December 31, 2027

 190,000

 December 31, 2028

 190,000

 December 31, 2029

 190,000

 Thereafter

 74,000

 Total future minimum finance lease payments

 1,201,000

 Less: imputed interest

 ( 194,000
)

 Less: Current portion

 ( 223,000
)

 Long-term portion

 $
 784,000

 F- 20

 Loans Payable – Financed Assets

 The Company financed the purchase of a delivery vehicle in July 2020. The
loan obligation totaled $ 14,000 and $ 22,000 as of December 31, 2024 and 2023, respectively. The loan bears no interest and a final payment
is due and payable for all unpaid principal on July 20, 2026.

 Annual maturities of this loan are as follows:

 For the year ending

 December 31, 2025

 $
 9,000

 December 31, 2026

 5,000

 Loans Payable - financed assets

 14,000

 Less: Current portion

 ( 9,000
)

 Long-term portion

 $
 5,000

 Related Party Indebtedness

 Taglich Brothers, Inc. is a corporation co-founded
by two directors of the Company, Michael and Robert Taglich.

 Taglich Brothers, Inc. has acted as placement
agent for various debt and equity financing transactions and has received cash and equity compensation for their services.

 From 2016 through 2020, the Company entered into
various subordinated notes payable and convertible subordinated notes payable (together referred to as "Related Party Notes")
with Michael and Robert Taglich which generated proceeds to the Company totaling $ 6,550,000. In connection with the issuance of the Related
Party Notes, Michael and Robert Taglich were issued a total of 35,508 shares of common stock and Taglich Brothers, Inc. was issued promissory
notes totaling $ 554,000 for placement agency fees.

 The Related Party Notes outstanding as of December
31, 2024 consists of:

 Michael Taglich, Robert Taglich, Taglich Brothers,

 Inc.

 Total

 Convertible Subordinated Notes

 $
 2,666,000

 $
 1,905,000

 $
 241,000

 $
 4,812,000

 Subordinated Notes

 1,000,000

 350,000

 -

 1,350,000

 Total

 $
 3,666,000

 $
 2,255,000

 $
 241,000

 $
 6,162,000

 Of the $ 6,162,000, approximately $ 2,732,000 bears
an annual rate of interest of 6 %, $ 2,080,000 bears an annual rate of 7 % and $ 1,350,000 bears an annual interest rate of 12 %. Interest
expense for the years ended December 31, 2024 and 2023 was $ 472,000 and $ 472,000, respectively.

 Approximately $ 2,732,000 of the convertible subordinated
notes can be converted at the option of the holder into Common Stock of the Company at $ 15.00 per share, while the remaining $ 2,080,000
of the convertible subordinated notes can be converted at the option of the holder into common stock of the Company at $ 9.30 per share.
The remaining $ 1,350,000 is not convertible. There are no principal payments due on these notes prior to July 1, 2026.

 The Related Party Notes are subordinate to outstanding
debt pursuant to the Current Credit Facility and mature on July 1, 2026.

 Under the Eighth Amendment to the Current Credit
Facility, the Company is allowed to make principal payments of up to $ 4,800,000. During the first quarter of 2025, the Company paid a
total of $ 1,291,000 of principal payments to reduce the outstanding Related Party Notes payable. Of the $ 1,291,000 paid, $ 1,050,000 was
paid to Michael Taglich and $ 241,000 was paid to Taglich Brothers, Inc.

 F- 21

 Note 9. OPERATING LEASE LIABILITIES

 The Company has operating leases for leased office
and manufacturing facilities. The leases have remaining lease terms of one to five years, some of which include options to extend or terminate
the leases.

 2024

 2023

 Operating lease cost:

 $
 1,286,000

 $
 1,156,000

 Total lease cost

 $
 1,286,000

 $
 1,156,000

 Other Information

 Cash paid for amounts included in the measurement lease liability:

 1,070,000

 1,038,000

 Operating cash flow from operating leases

 $
 1,070,000

 $
 1,038,000

 2024

 2023

 Weighted Average Remaining Lease Term - in years

 1.72

 2.66

 Weighted Average discount rate - %

 9.36
 %

 9.10
 %

 The aggregate undiscounted cash flows of operating
lease payments, with remaining terms greater than one year are as follows:

 December 31, 2025

 $
 992,000

 December 31, 2026

 730,000

 Total future minimum lease payments

 1,722,000

 Less: discount

 ( 139,000
)

 Total operating lease maturities

 1,583,000

 Less: current portion of operating lease liabilities

 ( 881,000
)

 Total long term portion of operating lease maturities

 $
 702,000

 Note 10. STOCKHOLDERS' EQUITY

 Common Stock – Issuances of Securities

 The Company issued 39,845 and 55,108 shares of
common stock totaling $ 157,000 and $ 200,000 in payment of Director's fees for the years ended December 31, 2024 and 2023, respectively.
Such expense is included in Operating Expenses in the consolidated statements of operations.

 The Company issued 15,229 shares, of common stock
to net settle the exercise of stock options for the year ended December 31, 2024, respectively. There were no issuances of common stock
due to the exercise of stock options for year ended December 31, 2023.

 During the first quarter of 2025, the Company
issued 9,185 shares of common stock in payment of Director's fees totaling $ 39,000.

 F- 22

 Common Stock – Sale of Securities

 In December 2024 the Company issued and sold pursuant
to a Registration Statement on Form S-3 declared effective on December 19, 2024, 116,851 shares of common stock for gross proceeds of
$ 509,000 in an At The Market offering. Costs of the sale amounted to $ 182,000.

 During the first quarter of 2025, the Company
issued and sold pursuant to a Registration Statement on Form S-3 declared effective on December 19, 2024, 209,940 shares of common stock
for gross proceeds of $ 903,000. Costs of the sale amounted to $ 49,000.

 Note 11. EMPLOYEE BENEFITS PLANS

 The Company employs both union and non-union employees
and maintains several benefit plans.

 Union

 Our AIM subsidiary has a collective bargaining
agreement with the United Service Workers, IUJAT, Local 355 (the "Union"). This agreement is effective until December 31,
2027 and covers the majority of AIM's 125 personnel. The Company is not required to make a monthly contribution to Union's
United Welfare Fund and the United Services Worker's Security Fund, the sole pension benefit for covered employees. The Company
is not obligated to provide any future defined benefits. The Company is obligated to make contributions for union dues and a security
fund (defined contribution plan) for the benefit of each union employee. Contributions to the security fund amounted to $ 145,000 and $ 147,000
for the years ended December 31, 2024 and 2023, respectively. The Union's retirement plan is a defined contribution plan. As such,
the Company is not responsible for the obligations of other companies in the Union's retirement plan.

 Medical benefits for union employees are provided
through a policy with Insperity Services, Inc. ("Insperity"), a professional employer organization that provides out-sourced
human resource services. The cost of such benefits are substantially borne by the Company.

 The collective bargaining agreement contains a
"no-strike" clause and a "no-lock-out" clause. The Company believes it maintains good relationships with the Union.

 Others

 All of the Company's employees are covered
under a co-employment agreement with Insperity, a professional employer organization that provides out-sourced human resource services.

 The Company has defined contribution plans under
Section 401(k) of the Internal Revenue Code (the "Plans"). Pursuant to the Plans, qualified employees may contribute a percentage
of their pre-tax eligible compensation to the Plan. The Company does not match any contributions that employees may make to the Plans.

 Note 12. COMMITMENTS AND CONTINGENCIES

 On October 2, 2018, Contract Pharmacal Corp. ("Contract
Pharmacal") commenced an action, relating to a Sublease entered into between the Company and Contract Pharmacal in May 2018 with
respect to the property formerly occupied by the Company's former subsidiary, Welding Metallurgy, Inc ("WMI"), at 110
Plant Avenue, Hauppauge, New York. Contract Pharmacal sought damages for an amount in excess of $ 1,000,000 for the Company's failure
to make the entire premises available by what it claims was the Sublease commencement date. On July 8, 2021, the Court denied Contract
Pharmacal's motion for summary judgement. In the Order, the court granted Contract Pharmacal's Motions to drop its claim for
specific performance and to amend its Complaint to reduce its claim for damages to $ 700,000. Subsequently, Contact Pharmacal moved to
amend its Complaint. The Company opposed and the Court denied the request to amend the Complaint. Contract Pharmacal filed a Motion to
reargue which the Court denied on November 30, 2021. On March 10, 2022, Contract Pharmacal filed an appeal to the Court's decision
with the Appellate Division. The Appellate Division upheld the denial of Contract Pharmacal's motion for summary judgement and upheld
the denial of its motion to amend its Complaint. On March 28, 2024, Contract Pharmacal filed a motion to reargue the appeal previously
denied by the Appellate Division. Pending a decision by the Appellate Division the Trial Court has adjourned the case. Regardless
of the decision by the Appellate Division, Contract Pharmacal will be required to file an amended complaint. The Company has consistently
disputed the validity of the claims asserted by Contract Pharmacal and continues to believe it has a meritorious defense to those claims
based on, among other items, language in the Sublease. The Company intends to continue to dispute the validity of the claim asserted by
Contract Pharmacal.

 F- 23

 From time to time the Company may be engaged in
various lawsuits and legal proceedings in the ordinary course of business. The Company is currently not aware of any legal proceedings
the ultimate outcome of which, in its judgment based on information currently available, would have a material adverse effect on its business,
financial condition or operating results. There are no proceedings in which any of the Company's directors, officers or affiliates,
or any registered or beneficial stockholder of its common stock, is an adverse party or has a material interest adverse to our interest.

 Note 13. INCOME TAXES

 The provision for income taxes for the years ended
December 31, 2024 and 2023, is set forth below:

 2024

 2023

 Current

 Federal

 $
 -

 $
 -

 State

 -

 -

 Total Provision for Income Taxes

 $
 -

 $
 -

 The following is a reconciliation of our income
tax rate computed using the federal statutory rate to our actual income tax rate for the years ended December 31, 2024 and 2023 is set
forth below:

 2024

 2023

 U.S. statutory income tax rate

 21.00
 %

 21.00
 %

 State taxes, net of federal benefit

 0.22
 %

 2.43
 %

 Permanent difference, overaccruals, and non-deductible items

 - 0.82
 %

 - 2.71
 %

 Change in state rate

 - 7.53
 %

 - 15.20
 %

 Deferred tax valuation allowance

 - 13.77
 %

 - 10.13
 %

 True-up and Other

 0.90
 %

 4.61
 %

 Total

 0.00
 %

 0.00
 %

 F- 24

The components of net deferred tax assets at
December 31, are set forth below:

 2024

 2023

 Deferred tax assets:

 Current:

 Net operation loss

 $
 4,871,000

 $
 4,996,000

 Allowance for doubtful accounts

 140,000

 133,000

 Inventory - IRC 263A adjustment

 296,000

 336,000

 Stock based compensation - options and restricted stock

 218,000

 159,000

 Capitalized engineering costs

 134,000

 211,000

 Amortization - NTW Transaction

 178,000

 251,000

 Inventory reserve

 644,000

 715,000

 Deferred gain on sale of real estate

 14,000

 23,000

 Accrued Expenses

 113,000

 37,000

 Disallowed interest

 2,269,000

 2,024,000

 Operating lease liabilities

 339,000

 546,000

 Total deferred tax asset before valuation allowance

 9,216,000

 9,431,000

 Valuation allowance

 ( 8,091,000
)

 ( 7,903,000
)

 Total deferred tax asset after valuation allowance

 1,125,000

 1,528,000

 Deferred tax liabilities

 ( 255,000
)

 ( 1,114,000
)

 Property and equipment

 ( 870,000
)

 ( 414,000
)

 Total deferred tax liabilities

 ( 1,125,000
)

 ( 1,528,000
)

 Net deferred tax asset

 $
 -

 $
 -

 During the years ended December 31, 2024 and 2023,
the Company recorded a valuation allowance equal to its net deferred tax assets. The Company determined that due to a recent history of
net losses, at this time sufficient uncertainty exists regarding the future realization of these deferred tax assets through future taxable
income. If, in the future, the Company believes that it is more likely than not that these deferred tax benefits will be realized, the
valuation allowances will be reduced or eliminated. With a full valuation allowance, any change in the deferred tax asset or liability
is fully offset by a corresponding change in the valuation allowance. At December 31, 2024 and 2023, the Company provided a valuation
allowance on its net deferred tax assets of $ 8,091,000 and $ 7,903,000, respectively. The Company's valuation allowance increased
by $ 188,000 and $ 202,000 for the years ended December 31, 2024 and 2023, respectively.

 As of December 31, 2024, the Company had a Federal
net operating loss carry forward of approximately $ 21,788,000, of which approximately $ 14,144,000 expires from 2033 through 2037 and $ 7,644,000
does not expire. In addition, the Company has net operating loss carryforwards from various states of approximately $ 4,669,000 which expire
starting in 2035.

 The utilization of the Company's net operating
losses may be subject to a U.S. federal limitation due to the "change in ownership provisions" under Section 382 of the Internal
Revenue Code and other similar limitations in various state jurisdictions. Such limitations may result in a reduction of the amount of
net operating loss carryforwards in future years and possibly the expiration of certain net operating loss carryforwards before their
utilization.

 At December 31, 2024 and 2023, the Company had
no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company does not expect that
its unrecognized tax benefits will materially increase within the next twelve months. The Company recognizes interest and penalties related
to uncertain tax positions in interest expense. As of December 31, 2024, and 2023, the Company has not recorded any provisions for accrued
interest and penalties related to uncertain tax positions.

 In certain cases, the Company's uncertain
tax positions are related to tax years that remain subject to examination by the relevant tax authorities. The Company files federal and
state income tax returns in jurisdictions with varying statutes of limitations. The 2021 through 2024 tax years generally remain subject
to examination by federal and state tax authorities.

 F- 25

 Note 14. STOCK OPTIONS AND RESTRICTED STOCK
UNITS

 Stock-Based Compensation

 Stock Options

 In September 2024, the shareholders of the Company
approved the amendment to the 2022 Equity Incentive Plan ("2022 Plan") to increase the number of shares authorized to be used
under the plan by 300,000 shares, from 350,000 shares to 650,000 shares.

 In September 2023, the shareholders of the Company
approved the amendment to the 2022 Equity Incentive Plan ("2022 Plan") to increase the number of shares authorized to be issued
under the plan by 250,000 shares, from 100,000 shares to 350,000 shares. Additionally, this amendment to the 2022 Plan specified that
the Company may grant Restricted Stock Units under the 2022 Plan.

 During the years ended December 31, 2024 and 2023,
the Company granted options to purchase 80,000 and 189,620 shares of common stock, respectively, to certain of its employees and directors.

 The Company recorded stock-based compensation expense
for certain employees and members of the Company's Board of Directors of $ 317,000 and $ 482,000 in its consolidated statements of operations
for the years ended December 31, 2024 and 2023, respectively, and such amounts were included as a component of operating expenses on the
consolidated statement of operations.

 The fair values of stock options granted were
estimated using the Black-Sholes option-pricing model with the following assumptions for the years ended December 31:

 2024

 2023

 Risk-free interest rates

 3.8

 3.70 % - 3.97
 %

 Expected life (in years)

 2.7

 2.50 - 3.5

 Expected volatility

 %

 %

 Dividend yield

 0.00
 %

 0.00
 %

 Weighted-average grant date fair value per share

 $
 3.75

 $
 3.46

 The expected life is the number of years that
the Company estimates, based upon history, that the options will be outstanding prior to exercise or forfeiture. Expected life is determined
using the "simplified method" permitted by Staff Accounting Bulletin No. 107. In addition to the inputs referenced above regarding
the option pricing model, the Company adjusts the stock-based compensation expense for estimated forfeiture rates that are revised prospectively
according to forfeiture experience. The stock volatility factor is based on the Company's experience.

 F- 26

 A summary of the status of the Company's
stock options as of December 31, 2024 and 2023, and changes during the two years then ended are presented below.

 Wtd. Avg.

 Exercise

 Options

 Price

 Balance, January 1, 2023

 303,050

 $
 11.70

 Granted during the period

 189,620

 3.46

 Exercised during the period

 -

 -

 Terminated/Expired during the period

 ( 30,800
)

 13.60

 Balance, December 31, 2023

 461,870

 $
 8.34

 Granted during the period

 80,000

 3.75

 Exercised during the period

 ( 15,229
)

 3.45

 Terminated/Expired during the period

 ( 109,638
)

 9.86

 Balance, December 31, 2024

 417,003

 $
 7.00

 Exercisable at December 31, 2024

 372,005

 $
 7.41

 Issuance of Stock Options

 Issued in 2024

 On August 13, 2024, the Company granted to its
directors' stock options to purchase an aggregate of 80,000 shares of the Company's common stock at a price of $ 3.75 per share.
The options expire on August 31, 2029 and vest over a term of one year.

 Issued in 2023

 On May 23, 2023, the Company granted to its directors
and certain members of management and employees, stock options to purchase an aggregate of 108,620 shares of the Company's common
stock at a price of $ 3.43 per share. The options expire on the June 30, 2028 and vested immediately.

 On June 2, 2023, the Company granted to its directors,
stock options to purchase an aggregate of 6,000 shares of the Company's common stock at a price of $ 3.50 per share. The options
expire on the fifth anniversary of the grant date and vest over a term of one year.

 On June 2, 2023, the Company granted to certain
members of management and employees, stock options to purchase an aggregate of 75,000 shares of the Company's common stock at a
price of $ 3.50 per share. The options expire on the fifth anniversary of the grant date and vest over a term of three years.

 The following table summarizes information about
outstanding stock options at December 31, 2024:

 Wtd. Avg.

 Range of Exercise Price

 Number Outstanding

 Wtd. Avg. Life

 Exercise Price

 $3.43 - $23.80

 417,003

 2.8 years

 $
 7.00

 As of December 31, 2024, there was $ 21,000 of unrecognized compensation
cost related to non-vested stock option awards, which is to be recognized over the remaining weighted average vesting period of.5 years.

 The aggregate intrinsic value at December 31,
2024, based on the Company's closing stock price of $ 4.07 was $ 121,000. The aggregate intrinsic value at December 31, 2023 was based
on the Company's closing stock price of $ 3.25 was approximately $ 0. The aggregate intrinsic value was calculated based on the positive
difference between the closing market price of the Company's Common Stock and the exercise prices of the underlying options.

 The weighted average fair value of options granted
during the years ended December 31, 2024 and 2023 was $ 3.75 and $ 3.46 per share, respectively. The total intrinsic value of options exercised
during the years ended December 31, 2024 and 2023 was $ 20,000 and $ 0. The total fair value of shares vested during the years ended December
31, 2024 and 2023 was $ 100,000 and $ 417,000, respectively.

 F- 27

 Restricted Stock Units ("RSUs")

 During the years ended December 31, 2024, the
Company granted 282,628 RSUs to certain employees with a grant date fair value of $ 1,713,000. These Restricted Stock Units vest solely
on the basis of continued service through the vesting dates.

 A summary of the status of the Company's
RSUs as of December 31, 2024 is presented below:

 Number of Units

 Weighted

 Average Grant

 Date Fair Value

 per Unit

 Unvested Units at January 1, 2024

 -

 $
 -

 Granted during the period

 282,628

 6.06

 Vested during the period

 -

 -

 Terminated/Forfeited during the period

 -

 -

 Unvested Units at December 31, 2024

 282,628

 $
 6.06

 Vested Units at December 31, 2024

 -

 $
 -

 The Company recorded stock-based compensation
expense of $ 480,000 for the year ended December 31, 2024 and such amounts were included as a component of operating expenses on the consolidated
statements of operations.

 As of December 31, 2024, there was $ 1,233,000
of unrecognized compensation cost related to non-vested RSUs, which is to be recognized over the remaining weighted average vesting period
of 2.25 years.

 Note 15. SEGMENT INFORMATION

 The Company operates as one operating segment.
The Company's CODM is its Chief Executive Officer, who reviews financial information presented on a consolidated basis. The CODM
used consolidated sales, gross margin and net income (loss) to assess financial performance and allocate resources. These financial metrics
are used by the CODM to make key operating decisions, such as the need to allocate its budget to operating expenses and invest in additional
equipment. The segment assets are equal to the assets presented in the consolidated balance sheets.

 The significant expenses that are regularly provided
to the CODM are disclosed in the consolidated statements of operations as a part of the consolidated net income (loss). See the consolidated
financial statements for all financial information regarding the Company's operating segment.

 All revenues of the Company are earned in the
United States of America.

 The Company's long-lived tangible assets,
as well as the Company's operating lease right-of use assets recognized on the Consolidated Balance Sheets were located in the United
States.

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