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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 14, 2025

 

 

 

AIRO Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-42600   88-0812695
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
         

5001 Indian School Road NE, Suite 100

Albuquerque, New Mexico

      87110
(Address of principal executive offices)       (Zip Code)

 

Registrant’s telephone number, including area code: (505) 338-2343

 

N/A

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class

 

Trading symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.000001 par value per share   AIRO   Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On August 14, 2025, AIRO Group Holdings, Inc. issued a press release reporting financial results for its quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99 and incorporated herein by reference.

 

The information furnished in Item 2.02 of this Current Report on Form 8-K and Exhibit 99 attached hereto shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

99   Press release of AIRO Group Holdings, Inc. dated August 14, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AIRO GROUP HOLDINGS, INC.

 

  By: /s/ Dr. Mariya Pylypiv
    Dr. Mariya Pylypiv
    Chief Financial Officer

 

Dated: August 14, 2025

 

 

 

 

EX-99 2 ex99.htm EX-99

 

Exhibit 99

 

 

AIRO REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS

 

ALBUQUERQUE, N.M. & MONTREAL & STØVRING, Denmark & WASHINGTON – August 14, 2025 – AIRO Group Holdings, Inc. (NASDAQ: AIRO) (“AIRO” or the “Company”), a global leader in advanced aerospace and defense technologies, today announced financial results for the second quarter ended June 30, 2025.

 

The Company successfully completed its initial public offering (“IPO”) of 6,900,000 shares of common stock, including the full exercise of the underwriters’ option to purchase 900,000 additional shares, on June 16, 2025, raising $69.0 million in gross proceeds before deducting underwriting discounts and commissions and other offering expenses payable by AIRO. AIRO intends to use the proceeds from the IPO, together with its existing cash and restricted cash, to support growth initiatives across each segment, repay debt and for general corporate purposes.

 

Second Quarter 2025 Financial Highlights

 

Revenue of $24.6 million, up 151% year-over-year

 

Gross margin expanded to 61.2% compared to 59.0% in the prior year quarter

 

Record net income of $5.9 million, up from a $5.6 million loss in the prior year quarter

 

Record EBITDA of $18.9 million, up from a loss of $1.1 million in the prior year quarter, resulting from a gain on extinguishment of debt and favorable fair value adjustments to contingent liabilities

 

Adjusted EBITDA of $4.7 million, up 710% year-over-year

 

Second Quarter 2025 Operational Highlights

 

Announced U.S. Manufacturing Expansion to Scale Drone Production. Building on global demand for its RQ-35 Heidrun ISR drone, AIRO announced plans to establish a new U.S. manufacturing and engineering facility to support increased demand and accelerate next-generation drone development. The facility is expected to enhance production capacity, foster innovation in autonomous unmanned systems, and meet AS9100 aerospace quality standards to support both defense and commercial markets.

 

Completed Naval Special Warfare Training Mission; Secured $30M+ in Defense Contracts to Date. AIRO successfully concluded a specialized 90-day training mission for Naval Special Warfare and launched new operations under multi-year IDIQ contracts, reinforcing its leadership in military training. The Company supported Joint Terminal Attack Controller (JTAC) programs with ISR aircraft, CAS operations, and live-fire simulations across multiple U.S. states. To date, AIRO has secured over $30 million in contract awards tied to Naval Special Warfare and expanded support for international training exercises.

 

 

 

Introduced Middle-Mile Cargo Drone; Expanded into YMX Innovation Zone (Canada). Through its Electric Air Mobility segment, AIRO unveiled a next-generation, medium-lift cargo drone capable of transporting 250–500 lbs. over 200+ miles. Supported by Jaunt Air Mobility’s proprietary Slowed-Rotor Compound (SRC) technology, the platform targets middle-mile logistics applications with enhanced performance and safety. Simultaneously, AIRO expanded operations into Quebec’s YMX Innovation Zone, accelerating real-world testing, certification, and deployment of electric air mobility solutions.

 

“We are proud to report our first earnings as a public company and to have successfully completed our IPO during the quarter,” said Joe Burns, Chief Executive Officer of AIRO. “This milestone positions us to accelerate investments in next-generation aerospace capabilities across all four of our strategic segments. In the second quarter, we saw strong commercial traction and technology milestones across the Drone segment. Our team remains focused on disciplined execution as we scale our business to meet growing global demand for autonomy-driven aerospace solutions.”

 

Dr. Chirinjeev Kathuria, Executive Chairman, added, “This is a transformative time for AIRO. We have built a platform with the infrastructure, vision, and leadership to address the evolving needs of defense, commercial aviation, and advanced mobility markets. The IPO strengthened our capital base, and we are now focused on unlocking long-term value through innovation and strategic execution.”

 

Second Quarter 2025 Financial Results

 

Revenue for the second quarter of 2025 was $24.6 million, an increase of 151% compared to $9.8 million in the prior-year period. This increase was primarily driven by Drone revenue for the second quarter which increased 216% to $22.0 million, driven by deferred Q1 orders in the Drones segment and increased Training segment revenue of 91% to $1.1 million, primarily driven by increased activity under multiple IDIQ contracts, partially offset by decreased revenue in the Avionics segment.

 

Gross profit for the quarter was $15.0 million, up from $5.8 million in the second quarter of 2024, representing a gross margin of 61.2% compared to 59.0% in the same quarter of the prior year. Gross margin improvement was driven by increases in the Training and Avionics segments, partially offset by a decrease in gross margin within the Drones segment, primarily reflecting product discounting and the mix of products sold during the period.

 

Net income for the second quarter was $5.9 million, compared to a net loss of $5.6 million in the prior-year period. Net income benefitted from a gain on the extinguishment of debt and favorable fair value adjustments to the Company’s contingent liabilities.

 

EBITDA for the second quarter was $18.9 million, compared to ($1.1) million for the prior year period. Adjusted EBITDA was $4.7 million for the quarter; a significant increase compared to second quarter adjusted EBITDA of $0.6 million in the prior year. Adjusted EBITDA margin was 19.1% for the second quarter of 2025, compared to 5.9% in the prior year quarter.

 

 

 

As of June 30, 2025, cash and cash equivalents totaled $40.3 million.

 

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See “Non-GAAP Financial Measures” below for the definition of each non-GAAP financial measure and the tables that follow for a reconciliation of each of these non-GAAP measures to net income, the most comparable GAAP measure.

 

Conference Call and Webcast

 

AIRO will host a conference call to discuss its second quarter 2025 results and business outlook on August 14, 2025, at 8:00 AM ET. A live webcast and accompanying presentation will be available on the Company’s investor relations website at investor.theairogroup.com. A webcast replay of the call will be available at investor.theairogroup.com for 12 months.

 

About AIRO

 

AIRO is a technologically differentiated aerospace, autonomy, and air mobility platform targeting 21st century aerospace and defense opportunities. AIRO is organized into four operating segments, each of which represents a critical growth vector in the aerospace and defense market: Drones, Avionics, Training, and Electric Air Mobility.

 

Forward-Looking Statements

 

The statements contained in this press release that are not historical facts are forward-looking statements. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” or similar expressions which concern our strategy, plans, projections or intentions. These forward-looking statements may be included throughout this press release, and include, but are not limited to, statements relating to estimates and forecasts of financial and performance metrics, the intended use of proceeds from AIRO’s IPO, the development, expected capabilities of the Jaunt cargo drone, AIRO’s operational landscapes, demand for AIRO’s systems and products, AIRO’s plans for a manufacturing and engineering development facility, expectations concerning future products and developments, the market acceptance and opportunity of AIRO’s products and services, and other statements that are not historical fact. By their nature, forward-looking statements are not statements of historical fact or guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify, including those described in the section titled “Risk Factors” in AIRO’s Quarterly Report on Form 10-Q for the period ended June 30, 2025 filed with the Securities and Exchange Commission (“SEC”) on August 13, 2025 as well as other filings AIRO may make with the SEC in the future. Forward-looking statements represent AIRO’s management’s beliefs and assumptions only as of the date such statements are made. AIRO undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

 

 

 

Non-GAAP Financial Measures

 

To supplement its condensed consolidated financial statements prepared and presented in accordance with GAAP, AIRO uses EBITDA, Adjusted EBITDA and Adjusted EBITDA margin, as described below, to facilitate analysis of its financial and business trends and for internal planning and forecasting purposes. AIRO defines (1) EBITDA as net income (loss) before interest expense, income tax expense or provision, depreciation and amortization, (2) Adjusted EBITDA as net income (loss) before interest expense, income tax expense, depreciation and amortization, gain on extinguishment of debt, stock-based compensation, contingent consideration and warrant fair value adjustments, and other one-time adjustments related to the IPO, and (3) Adjusted EBITDA margin as Adjusted EBITDA divided by revenue. The above items are excluded from EBITDA and Adjusted EBITDA because these items are either non-cash in nature, or because the amount and timing of these items is unpredictable, or because they are not driven by core results of operations, thereby rendering comparisons with prior periods and competitors less meaningful. AIRO believes EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and others in understanding and evaluating its results of operations, as well as provides useful measures for period-to-period comparisons of its business performance. Moreover, Adjusted EBITDA is a key measurement used by AIRO management internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting.

 

There are limitations associated with the use of non-GAAP financial measures. These non-GAAP financial measures should not be considered as alternatives to performance measures derived in accordance with GAAP. AIRO’s presentation of these non-GAAP financial measures should not be construed to imply that its future results will be unaffected by items that are excluded from these metrics. In addition, AIRO’s definitions of these non-GAAP financial measures may be different from similarly titled non-GAAP measures used by other companies. These non-GAAP financial measures have limitations as an analytical tool, and you should not consider any of these non-GAAP financial measures in isolation or as a substitute for analysis of our results as reported under GAAP. See the tables that follow for a reconciliation of EBITDA and Adjusted EBITDA to net income (loss), and Adjusted EBITDA Margin to net income (loss) margin, the most directly comparable financial measures stated in accordance with GAAP.

 

Investor Relations Contact

 

Dan Johnson

AIRO Group Holdings, Inc.

InvestorRelations@theairogroup.com

media@theairogroup.com

Source: AIRO Group Holdings, Inc.

 

 

 

AIRO GROUP HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

    June 30, 2025     December 31, 2024  
ASSETS                
Current assets:                
Cash   $ 40,341,555     $ 20,740,590  
Restricted cash     193,780       170,088  
Accounts receivable, net     23,655,866       8,960,705  
Related party receivables     790,967       790,967  
Inventory     10,609,390       8,822,721  
Prepaid expenses and other current assets     3,572,701       2,309,676  
Deferred offering costs     -       798,796  
Total current assets     79,164,259       42,593,543  
Property and equipment, net     7,390,447       6,833,817  
Right-of-use operating lease assets     370,578       352,486  
Goodwill     572,031,507       557,508,331  
Intangible assets, net     88,647,429       93,502,277  
Other assets     245,590       208,333  
Total assets   $ 747,849,810     $ 700,998,787  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
                 
Current liabilities:                
Accounts payable   $ 14,213,380     $ 16,439,760  
Related party payables     1,104,525       1,099,970  
Accrued expenses     18,796,560       17,457,155  
Operating lease liabilities, current     267,763       212,591  
Deferred revenue     3,942,806       10,339,978  
Related party borrowings     5,601,091       5,971,281  
Revolving lines of credit     -       126,589  
Current maturities of debt     8,079,126       27,992,450  
Investor notes at fair value     3,795,934       13,819,000  
Deferred compensation     9,716,243       -  
Due to seller     1,000,000       3,147,762  
Total current liabilities     66,517,428       96,606,536  
Long-term debt, net of current maturities     847,766       688,270  
Long-term deferred compensation     -       11,218,573  
Deferred tax liability     767,331       767,331  
Long-term deferred revenue     7,943       10,158  
Operating lease liabilities, noncurrent     99,746       146,214  
Other long-term liabilities     50,000       50,000  
Contingent consideration     -       42,782,276  
Total liabilities     68,290,214       152,269,358  
                 
Stockholders’ equity:                
Common stock, $0.000001 par value; 35,000,000 shares authorized; 27,025,503 and 16,387,180 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively     27       16  
Additional paid-in capital     873,379,525       764,691,988  
Stockholder loan     (5 )     (5 )
Accumulated other comprehensive loss     8,735,660       (9,509,285 )
Accumulated deficit     (202,555,611 )     (206,453,285 )
Total stockholders’ equity     679,559,596       548,729,429  
Total liabilities and stockholders’ equity   $ 747,849,810     $ 700,998,787  

 

 

 

AIRO GROUP HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

    Three months ended June 30,     Six months ended June 30,  
    2025     2024     2025     2024  
Revenue   $ 24,550,193     $ 9,780,336     $ 36,344,878     $ 23,520,272  
Cost of revenue     9,515,626       4,005,251       14,377,786       9,258,106  
Gross profit     15,034,567       5,775,085       21,967,092       14,262,166  
                                 
Operating expenses:                                
Research and development     4,101,005       3,161,395       7,767,469       6,318,255  
Sales and marketing     1,758,223       1,409,648       3,191,221       2,660,058  
General and administrative     28,864,680       3,897,598       33,778,492       8,440,883  
Total operating expenses     34,723,908       8,468,641       44,737,182       17,419,196  
Loss from operations     (19,689,341 )     (2,693,556 )     (22,770,090 )     (3,157,030 )
Other income (expense):                                
Interest expense, net     (8,010,246 )     (953,260 )     (9,277,321 )     (1,241,748 )
Gain on extinguishment of debt     15,559,069       -       15,559,069       -  
Other income (expense), net     20,068,254       (1,514,016 )     22,730,295       (1,782,165 )
Total other income (expense)     27,617,077       (2,467,276 )     29,012,043       (3,023,913 )
Income (loss) before income tax expense     7,927,736       (5,160,832 )     6,241,953       (6,180,943 )
Income tax expense     (2,057,307 )     (439,009 )     (2,344,279 )     (1,428,587 )
Net income (loss)   $ 5,870,429     $ (5,599,841 )   $ 3,897,674     $ (7,609,530 )
                                 
Net income (loss) per share – basic   $ 0.32     $ (0.34 )   $ 0.22     $ (0.46 )
Net income (loss) per share – diluted   $ 0.30     $ (0.34 )   $ 0.20     $ (0.46 )
                                 
Weighted-average number of shares of common stock used in computing net income (loss) per share, basic     18,490,316       16,387,180       17,444,558       16,387,180  
Weighted-average number of shares of common stock used in computing net income (loss) per share, diluted     19,472,648       16,387,180       19,592,255       16,387,180  

 

 

 

AIRO GROUP HOLDINGS, INC.

Adjusted EBITDA Reconciliation

(Unaudited)

 

    Three Months Ended     Six Months Ended  
(in thousands, except percentages)   June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Net income (loss)   $ 5,871     $ (5,600 )   $ 3,898     $ (7,610 )
Depreciation and amortization     2,988       3,108       6,126       6,344  
Income tax expense     2,057       439       2,344       1,429  
Interest expense, net     8,010       954       9,277       1,242  
EBITDA     18,926       (1,099 )     21,645       1,405  
Gain on extinguishment of debt     (15,559 )     -       (15,559 )     -  
Stock-based compensation     18,638       179       18,763       471  
Contingent consideration fair value adjustments     (17,534 )     1,500       (20,272 )     1,700  
Warrant fair value adjustment     (1,843 )     -       (1,843 )     -  
IPO contingencies1     2,070       -       2,070       -  
Adjusted EBITDA   $ 4,698     $ 580     $ 4,804     $ 3,576  
                                 
Net income (loss) margin     23.9 %     (57.3 )%     10.7 %     (32.4 )%
Adjusted EBITDA Margin     19.1 %     5.9 %     13.2 %     15.2 %

 

1 IPO contingencies are made up of $1.2 million related to financial advisory services, $0.8 million related to the legal settlement, $0.5 million legal accrual, $0.3 million bonus, $0.6 million Aspen contingent debt, $0.1 million cash portion of the Aspen carve-out, net of a $1.4 million gain on deferred compensation.