XAIR 10-K & 10-Q changes, risk factors and insider trading
Beyond Air, Inc. · Nasdaq · Surgical & Medical Instruments & Apparatus · CIK 1641631 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“Although the length and impact of the ongoing military conflict is highly unpredictable, the impact of these military conflicts could lead to market disruptions, including significant volatility in prices, credit and capital markets, as well as supply chain interruptions. …”see in full comparison
“Our products may rely on embedded software, digital interfaces, electronic components and interoperability with hospital or clinical infrastructure, including ventilators, monitoring systems and gas-delivery systems. Certain deployments of our systems may operate in limited-connectivity, isolated or “air-gapped” clinical environments. …”see in full comparison
“We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing conflicts in the Middle East, including conflicts involving Iran and Israel. On February 28, 2026, a significant military conflict commenced involving the United States, the State of Israel, and Iran, significantly escalating regional hostilities. …”see in full comparison
“On April 7, 2026, we received a letter from Nasdaq notifying us that we were no longer in compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq under the Bid Price Rule. While companies are typically afforded a 180-calendar day compliance period to comply with the Bid Price Rule, the Notice stated that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), we were not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that we had effected a reverse stock split over the prior one-year period. …”see in full comparison
“On August 8, 2024, we received a letter from Nasdaq notifying us that we were no longer in compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq under the Bid Price Rule. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until February 4, 2025, to regain compliance with the Bid Price Rule. On February 5, 2025, Nasdaq notified the Company that Nasdaq’s Staff has determined that the Company is eligible for an additional 180 calendar day period, or until August 4, 2025, to regain compliance. …”see in full comparison
“Furthermore, as of June 18, 2025, the closing price of our Common Stock was $0.2023. Pursuant to Nasdaq Rule 5810(c)(3)(A)(iii), if the closing price of our common stock is $0.10 or less for 10 consecutive trading days, we will be issued a Staff Delisting Determination by Nasdaq. …”see in full comparison
Full comparison: every changed paragraph (14)
On
November 1, 2024,2024 thewe Company
entered into a loan and security agreement, and subsequently on November 3, 2025, we entered into an amended and
restated loan agreement (as amended, the “Amended Loan Agreement”) for a secured loan with certain lenders including itsour
former Chief
Executivechief Officerexecutive officer and Chairmanchairman Steven Lisi and director Robert Carey.Carey, our present Chairman. The Amended Loan Agreement provides
for a $11,500,000$13,500,000 loan. The loan bears
interest at a rate per annum (subject to increase during an event of default) equal to 15% of
which 3% shall be payable in cash and 12%
payable in kind through June 30, 2026 and thereafter all in cash. If not earlier repaid in
full, the outstanding principal amount of the
loan, together with any accrued and unpaid interest, shall be due and payable on
October 4, 2034. The Company’s obligations under
the Loan Agreement are secured by substantially all of the Company’s
assets.
We currently have a limited marketing and sales organization. If we are unable to scale sales and marketing capabilities or enter into agreements with third parties to market and sell LungFit® PH or our product candidates, we may be unable to generate revenue.
We currently have a limited marketingAlthough
and sales organization. If we are unable to scale sales and marketing capabilities or enter into agreements with third parties to market
and sell LungFit® PH or our product candidates, we may be unable to generate revenue Although some of our employees
may have sold other similar products in the past while employed at other companies, we as a company have limited
experience selling and
marketing our product candidates and we currently have a nascent marketing and sales organization. To successfully
commercialize LungFit®
PH or any other products that may result from our development programs, we will need to further
develop these capabilities, either on
our own or with others. We continue to refine our commercialization efforts for LungFit®
PH and intend to establish a more
complete sales and marketing organization with technical expertise to potentially reach all U.S.
hospitals using or capable of using NO.
This will be an expensive, difficult and time-consuming endeavor. Any failure or delay in the
development of our internal sales, marketing
and distribution capabilities would adversely impact the commercialization of our products.
Our products may rely on embedded software, digital interfaces, electronic components and interoperability with hospital or clinical infrastructure, including ventilators, monitoring systems and gas-delivery systems. Certain deployments of our systems may operate in limited-connectivity, isolated or “air-gapped” clinical environments. Despite such architecture, these systems may remain vulnerable to cybersecurity incidents through removable media, servicing activities, third-party maintenance tools, software updates, configuration errors, unauthorized physical access or supply-chain compromise. Any cybersecurity incident affecting our products, infrastructure, suppliers, distributors, hospital customers or service providers could result in device malfunction, interruption of therapy delivery, data integrity issues, recalls, remediation costs, litigation, reputational harm, regulatory scrutiny or patient safety events.
Remediation of cybersecurity vulnerabilities affecting our products may require extensive validation, customer coordination, regulatory review or on-site servicing activities, which could delay implementation of corrective measures and increase operational costs.
Changes in regulatory expectations relating to software-enabled medical devices, cybersecurity, or interoperability may increase our compliance costs, require design modifications, delay approvals or require additional post-market controls.
In the year ended March 31, 2026, the Company purchased approximately 74% and 18% of its materials from two third-party vendors. In the year ended March 31, 2025, the Company purchased approximately 85% of its materials from a third-party vendor.
In the
year ended March 31, 2025, the Company purchased approximately 87% of its materials from a third-party vendor. In the year ended March
31, 2024, the Company purchased approximately 75% of its materials from a third-party vendor.
We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing conflicts in the Middle East, including conflicts involving Iran and Israel. On February 28, 2026, a significant military conflict commenced involving the United States, the State of Israel, and Iran, significantly escalating regional hostilities. This situation has led to the declaration of a nationwide state of emergency in Israel, the closure of regional airspace, and retaliatory missile strikes impacting multiple nations in the Middle East.
In October 2023, Hamas conducted
several terrorist attacks in Israel resulting in ongoing war across the country, forcing the closure of the Company’s offices in
Israel for several days. Any armed conflicts, terrorist activities or political instability involving
Israel or other countries in the
region could adversely affect the Company’s business. Moreover, the Company has a significant
number of employees located in Israel.
The Company’s operations could also be disrupted by the absence for significant periods
of one or more key employees or a significant
number of other employees because of military service. While there are business continuity
plans in place to address the military call-ups,
any of these circumstances could have a material adverse effect on the Company’s
business.
Although the length and impact of the ongoing military conflict is highly unpredictable, the impact of these military conflicts could lead to market disruptions, including significant volatility in prices, credit and capital markets, as well as supply chain interruptions. Disruption of global financial markets and a recession or market correction, including the significant tariffs imposed by the United States on imports from other countries and other global macroeconomic factors such as inflation and rising interest rates, could reduce our ability to access capital, which could in the future negatively affect our liquidity and could materially affect our business. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from such conflicts or any other geopolitical tensions. U.S. and global markets have experienced and will likely continue to experience volatility and disruption following the escalation of geopolitical tensions and the start of the conflicts in the Middle East.
On April 7, 2026, we received a letter from Nasdaq notifying us that we were no longer in compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq under the Bid Price Rule. While companies are typically afforded a 180-calendar day compliance period to comply with the Bid Price Rule, the Notice stated that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), we were not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that we had effected a reverse stock split over the prior one-year period. We had effected a 1-for-20 reverse stock split on July 14, 2025. Following a delisting appeal and hearing, Nasdaq hearing Panel granted our request for continued listing on Nasdaq, subject to certain conditions. pursuant to Nasdaq Listing Rule 5815(d)(4)(A), we will be subject to a Discretionary Panel Monitor for a period of one year from the date the Company regains compliance with the Bid Price Rule. If we fail to regain compliance with the Bid Price Rule by July 31, 2026, or if we fail to continue to meet all applicable continued listing requirements for Nasdaq in the future, Nasdaq would promptly issue a written determination to delist our securities.
On August
8, 2024, we received a letter from Nasdaq notifying us that we were no longer in compliance with the $1.00 minimum bid price requirement
for continued listing on Nasdaq under the Bid Price Rule. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial
period of 180 calendar days, or until February 4, 2025, to regain compliance with the Bid Price Rule. On February 5, 2025, Nasdaq notified
the Company that Nasdaq’s Staff has determined that the Company is eligible for an additional 180 calendar day period, or until
August 4, 2025, to regain compliance. If we fail to regain compliance with the Bid Price Rule until August 4, 2025, or if we fail to continue
to meet all applicable continued listing requirements for Nasdaq in the future, Nasdaq could delist our securities. Although Nasdaq has
granted us additional 180 calendar days, to regain compliance with the Bid Price Rule, there can be no assurance that we will regain such
compliance, or that we will maintain compliance with all applicable continued listing requirement for Nasdaq in the future, and Nasdaq
could make a determination to delist our common stock.
Furthermore, as of June 18,
2025, the closing price of our Common Stock was $0.2023. Pursuant to Nasdaq Rule 5810(c)(3)(A)(iii), if the closing price of our common stock
is $0.10 or less for 10 consecutive trading days, we will be issued a Staff Delisting Determination by Nasdaq. If we receive a Staff Delisting
Determination Letter resulting from our common stock trading at or below $0.10 for 10 consecutive trading days, we will have 7 calendar
days to request a hearing before a Nasdaq hearings panel to review the Staff Delisting Determination, which will determine the delisting
of our common stock by Nasdaq. A hearing would then take place within 45 days of the hearing request to determine whether or not our common
stock would be delisted. If, in the future, we receive a Staff Delisting Determination there can be no assurance that we would be successful
in preventing a determination by the Nasdaq hearing panel that our stock will be delisted.
Management's Discussion & Analysis (MD&A)
Largest changes
“Other expenses for the year ended March 31, 2025 and March 31, 2024, was $3.9 million and of $1.3 million, respectively. …”see in full comparison
“Also on November 4, 2025, the Company entered into an equity purchase agreement (the “Purchase Agreement”) with Streeterville for the purchase of up to $20.0 million of the Company’s shares of common stock. In connection with the Purchase Agreement, the Company and Streeterville entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file with the Securities and Exchange Commission a registration statement (the “Registration Statement”) covering the resale of the shares by November 24, 2025. …”see in full comparison
“The increase in revenue was due to additional hospital contracts in the United States market. Cost of revenue exceeded revenue primarily driven by costs of supply chain infrastructure required to grow revenue in future periods and depreciation of additional LungFit® devices purchased in the year.”see in full comparison
On Januarysee in full comparisonSeptember14,26, 2024,2026, theCompany,Company entered into a securities purchase agreement (the “SecuritiesPurchase AgreementII”) withcertainan institutionaland accreditedinvestors, including certain directors and officers of the Company.investor. Pursuant to thepurchasePurchaseagreement,Agreement, the Company sold to theinvestorsinvestor, and the investor purchased from the Company, in a private placement offering,(i)an aggregate of24,999,999(i) 524,990 shares (the “Shares”) ofCommontheStock”,Company’s common stock, at a purchase price of$0.5043$1.272 per Share, (ii) pre-funded warrants to purchase up to15,848,7123,405,828 shares ofcommonCommonstockStock (the “Pre-funded Warrants”) at a purchase price of$0.5042$1.2719 perpre-fundedPre-fundedwarrantWarrant and (iii) warrants to purchase up to40,848,7113,930,818 shares ofcommonCommonstock,Stock (the “Common Warrants”, and together with the Pre-funded Warrants the “Warrants”), for aggregateforgross proceedsofunder$20.6themillion (which includesPurchase$2.0 million from related parties). Each share and each pre-funded warrant was sold with an accompanying common warrant to purchase one shareAgreement ofcommon stock.$5,000,000. Thepre-fundedPre-fundedwarrantsWarrants have an exercise price of $0.0001 per share, and thecommonCommonwarrantsWarrants have an exercise pricepriceof$0.3793$1.147 per share.Members of the Board of Directors and certain executives of the Company are considered related parties to this offering.The offering closed onDecemberJanuary31,16,2024.2026,TheonCompany received net proceedssatisfaction of$18.9customarymillionclosingafter deductions for placement agent commissions and other offering costs of $1.4 million and $0.3 million, respectively. (See Note 4 to our financial statements for the fiscal year ended March 31, 2025).conditions.
Research andsee in full comparisonanddevelopment expenses for the year ended March 31,20252026 were$16.9$10.2million,million as compared to$24.4$16.9 million for the year ended March 31,2024.2025. The decrease of$7.5$6.7 million was primarily attributed primarilyattributedto a decrease inspendsalaries of $2.8 million ($1.5 million insalariesBeyond Air and $1.5 million in BeyondAir, stock-basedCancer,compensationpartially$4.0offset by increase of $0.2 million($0.7 millioninBeyondNeuroNos),Airpre-clinicalandexpenses$3.3of $0.8 million ($0.3 million in Beyond Cancer and $0.5 million in NeuroNos),pre-clinicalprofessionalstudiesfees$1.1ofmillion reduced spend in Beyond Cancer on device development costs, clinical studies $1.9$0.4 million ($1.5 million in Beyond Air and$0.4 million in Beyond AirCancerand $0.3 million in Beyond Cancer, partially offset by increase of $0.3 million in NeuroNos),professionalandfeesa$1.0reduction in Gen II device development costs of $2.3 million, partially offset by increased stock-based compensation costs of $0.7 million ($1.4 million in Beyond Cancer, partially($0.6offset by a decrease of $0.7 million in Beyond Airand $0.4 million in Beyond Cancer)and travel expenses $0.2 million..
“In addition, Beyond Air and Avenue Capital Management II, L.P., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P. (“collectively, Avenue Capital”) reached an agreement to extinguish the Avenue Capital senior secured term loan for a one-time payment of $17.85 million. This agreement eliminates the debt and interest payments that would have been made to Avenue Capital from October 1, 2024 through June 30, 2026 of $12.0 million. In connection with this agreement $5.0 million was paid on September 27, 2024 in partial settlement. …”see in full comparison
Full comparison: every changed paragraph (36)
On In
November 26, 2024, the Company received European
CE mark approval of the LungFit PH® system for the following:
$3.7Revenue
was $7.7 million and $1.2 revenue was recognized$3.7 for the years ended March 31, 20252026 and March 31, 20242025 respectively. Cost
of revenue of
$5.4 $7.4 million and gross lossesprofit of $1.7$0.3 million
were recognized for the year ended March 31, 20252026 compared to a cost of revenue of $2.5$5.4 million and gross losses of $1.3$1.7 million for
the the
year ended March 31, 2024.2025.
Revenues continue to expand as we continue to sign new hospital contracts and begin selling into international markets. The increase in gross profit is primarily associated with sales growth, partially offset by one-time costs required to upgrade our existing fleet of devices and provisions for excess inventory.
The increase in revenue was due
to additional hospital contracts in the United States market. Cost of revenue exceeded revenue primarily driven by costs of supply chain
infrastructure required to grow revenue in future periods and depreciation of additional LungFit® devices purchased in
the year.
Research
and and
development expenses for the year ended March 31, 20252026 were $16.9$10.2 million,million as compared
to $24.4$16.9 million for the year ended March 31, 2024.2025. The decrease of $7.5$6.7 million was primarily
attributed primarily attributed to a decrease in spendsalaries of $2.8 million ($1.5 million in salariesBeyond Air
and $1.5 million in Beyond Air,
stock-basedCancer, compensationpartially $4.0offset by increase of $0.2 million ($0.7 million
in BeyondNeuroNos), Airpre-clinical andexpenses $3.3of $0.8
million ($0.3 million in Beyond Cancer and $0.5 million in NeuroNos), pre-clinicalprofessional studiesfees $1.1of million reduced spend in Beyond
Cancer on device development costs, clinical studies $1.9$0.4 million ($1.5 million
in Beyond Air and $0.4 million in Beyond
Air Cancerand $0.3 million in Beyond Cancer, partially offset by increase of $0.3 million in NeuroNos), professionaland feesa $1.0reduction in Gen II device development
costs of $2.3 million, partially offset by increased stock-based compensation costs of $0.7 million ($1.4 million in Beyond Cancer, partially
($0.6offset by a decrease of $0.7 million in Beyond Air and $0.4 million
in Beyond Cancer) and travel expenses $0.2 million..
Selling, general and administrative expenses for the year ended March 31, 2026 were $19.1 million as compared to $26.0 million for the year ended March 31, 2025. The decrease of $6.9 million was attributed primarily to a decrease in salaries of $1.0 million ($0.6 million in Beyond Air and $0.5 million in Beyond Cancer, partially offset by increase of $0.1 million in NeuroNos), stock-based compensation costs of $4.5 million ($3.4 million in Beyond Air and $1.1 million in Beyond Cancer, partially offset by increase of $0.1 million in NeuroNos), legal fees of $0.7 million, travel expenses of $0.3 million, and facility expenses of $0.2 million, partially offset by an increase of $0.4 million in royalties.
Selling, general
and administrative expenses for the year ended March 31, 2025 and March 31, 2024 were $26.0
million and $37.3 million, respectively. The decrease of $11.3 million was attributed primarily to a decrease in spend in salaries
$1.8 million ($2.7 million in Beyond Air offset by an increase of $0.9 million in Beyond Cancer), $8.3 million due to stock based
compensation cost ($2.3 million in Beyond Air and $6.0 million in Beyond Cancer),
$0.6 million professional fees ($0.8 million in Beyond Air offset by increased spend $0.1 million in Beyond Cancer and $0.1 million
in NeuroNos), $0.3 million marketing and advertising costs for Beyond Air, $0.4 million rent costs ($0.2 million in Beyond Air and
$0.2 million in Beyond Cancer), $0.4 million travel costs ($0.3 million in Beyond Air and $0.1 million in Beyond Cancer) offset by
an increase in Beyond Air of $0.4 million in legal fees and $0.2 million in royalty payments.
Other expense for the year ended March 31, 2026 were $5.3 million as compared to other expense of $3.9 million for the year ended March 31, 2025. The increase in expense of $1.4 million was attributed primarily to the change in fair value of the prior year derivative liability of $1.3 million gain compared to the loss of $1.4 million associated with the remeasurement of the Note derivative liability that occurred during the current period. This was partially offset by the prior period loss associated with extinguishment of debt of $2.5 million as compared to current period loss associated with extinguishment of debt of $0.2 million.
Other expenses for the year ended
March 31, 2025 and March 31, 2024, was $3.9 million and of $1.3 million, respectively. The $2.6 million increase in expense is mainly
due to a loss on the extinguishment of debt of $2.4 million, a decrease in interest and dividend income from our investments in marketable
securities of $1.0 million, a loss in disposal of fixed assets of $0.2 million, an impairment of fixed assets $0.5 million and a change
in the fair value of warrant liability of $0.4 million on the Loan and Security Agreement, offset by a decrease of $0.6 million of non-product
related litigation and change in fair value of the derivative liability of $1.3 million on the Loan and Security Agreement.
Net
loss attributed to non-controlling
interest interests for the year ended March 31, 2025,2026 was $1.9$1.1 million for the year ended March 31, 2025,million, compared to $4.1$1.9 million for the year
ended March 31, 2024.2025. Non-controlling interestinterests representsrepresent 20% of the net loss of our Beyond Cancer subsidiary and 11.76%the applicable ownership
structure during each reporting period of the net loss
of our NeuroNos subsidiary. The year-on-year variance is due to a decrease in the net loss of Beyondour CancerNeuroNos partially offset by the loss
in NeuroNos, which the non-controlling interest was established in the current fiscal year.subsidiary.
Net
loss attributed to common
stockholders of Beyond Air, Inc. for the year ended March 31, 2025,2026 was $46.6$33.2 million or a loss of $0.69$4.01 per
share, basic and diluted, as a result of the
foregoing.diluted. Our net loss attributed to common stockholders of Beyond Air, Inc. for the year ended March 31, 2024,2025 was $60.3 $46.6
million or a loss of $1.82$13.77 per
share, basic and diluted.
The Company has recently signed agreements with TrillaMed (providing access to Department of Defense and Veterans Affairs hospitals),
Healthcare Links (expanding access to group purchasing organizations and integrated delivery networks) and Business Asia Consultants (accelerating
global expansion) which will drive increased revenues. The Company has implemented a capital conservation strategy, reducing our back
office footprint, reducing staffing levels by over 30% across the company, placing our VCAP study on hold pending future funding and adjusting
our production forecasts. The Company expects an immediate benefit from these actions.
We
expect to incur net losses
and have significantnet cash outflows for at least the next twelve months. Management believes these factors raise substantial
doubt about
the Company’s ability to meet its obligations with cash on hand and concluded that the Company will require additional
funding within
one year from the date these financial statements are issued.
On
November 1, 2024, the Company entered into a Loan and Security Agreement
(the “Loan Agreement”) and subsequently on
November 3, 2025 the Company amended and restated the Loan Agreement (as amended, the “Amended Loan Agreement”) for a
secured loan with certain lenders, including its Chiefformer Executivechief Officerexecutive officer, Steven LisiLisi, and director
Robert Carey, for an
aggregate principal balanceamount of $11.5$13.5 million. The Loan Agreement was approved by each of the Company’s independent and
and disinterested directors, following the receipt of a recommendation from an independent investment bank. The Amended Loan Agreement
provides provides
for the following terms: (i) principal amount of $11,500,000$13,500,000; (ii) ten-year term; (iii) interest of 15% per annum, of which
3% shall be
payable in cash and 12% payable in kind through June 30, 2026 and thereafter all in cash; (iv) a royalty interest of 8%
of the Company’s
net sales on a quarterly basis from July 2026 until the facility is repaid in full; (v) the Company’s
obligations will be secured
by substantially all of the Company’s assets and (vi) the Company shall issueissued the lenders warrants to
purchase shares of the Company’s
common stockstock. atConcurrent anwith entering into the Amended Loan Agreement, the parties entered into a waiver agreement pursuant to
which the Lender consented to the Company’s issuance of the Note in exchange for reducing the exercise price of $0.3793the warrants from $7.586 per share to $1.95 per share.
On February 10, 2025, we entered into the At-The Market Offering Sales Agreement with BTIG, Inc. (the “2025 ATM”). Under the 2025 ATM, we may sell shares of our common stock having aggregate sales proceeds of up to $35.0 million, from time to time and at various prices. Pursuant to the “baby shelf rules” promulgated by the SEC, if our public float is less than $75.0 million as of specified measurement periods, the number of shares of common stock that may be offered and sold by us under a Form S-3 registration statement, including pursuant to the 2025 ATM, in any twelve-month period is limited to an aggregate amount that does not exceed one-third of our public float. As of March 31, 2026, due to the SEC’s “baby shelf rules,” we are permitted to sell up to $0 million of shares of common stock pursuant to the 2025 ATM. We will remain subject to the “baby shelf rules” under the Form S-3 registration statement until such time as our public float exceeds $75.0 million. If shares of our common stock are sold, there is a 2.5% fee paid to the sales agent.
On September 8, 2025, we entered into an inducement offer letter agreement (“Inducement Letter”) with certain holders of our existing common stock purchase warrants (“Existing Warrants”). Pursuant to the Inducement Letter, such holders immediately exercised some or all of their respective outstanding Existing Warrants to purchase up to an aggregate of 1,439,128 shares of common stock at a reduced exercise price of $2.21. The proceeds to the Company from the exercise of the Existing Warrants were approximately $2.9 million, net of placement agent fees and other offering expenses of $0.2 million and $0.1 million, respectively. In consideration of the inducement offer, the Company issued new common stock warrants to purchase up to 719,562 shares of common stock for a purchase price of $0.125 per share of common stock underlying the new warrant. The new warrants have an exercise price of $2.21 per share and are immediately exercisable, with a term of five years from the issuance date.
On November 4, 2025, the Company entered into and closed on a note purchase agreement (the “Note Purchase Agreement”) with Streeterville Capital LLC (“Streeterville” or “Investor”), which provided for the issuance of a secured promissory note in the principal amount of $12.0 million (the “Note”). The principal amount of the Note is due 24 months following the date of issuance. Interest will accrue at the rate of 15% per annum, with no interest accruing for the first 12 months following issuance; provided however, that Streeterville is guaranteed 12 months of interest, of $1.8 million even if the Note is redeemed or prepaid prior to the maturity date. Of the total $12.0 million Note, $6.0 million will be placed in a restricted account and will be accessible by the Company as the first $6.0 million is repaid.
Also on November 4, 2025, the Company entered into an equity purchase agreement (the “Purchase Agreement”) with Streeterville for the purchase of up to $20.0 million of the Company’s shares of common stock. In connection with the Purchase Agreement, the Company and Streeterville entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file with the Securities and Exchange Commission a registration statement (the “Registration Statement”) covering the resale of the shares by November 24, 2025. Pursuant to the Purchase Agreement, upon effectiveness of the Registration Statement and so long as there is no balance outstanding on the Note, the Company shall have the right, but not the obligation, to direct Streeterville, by its delivery to Streeterville of a put notice from time to time during a period of up to two years, to purchase newly issued shares of the Company’s common stock, subject to customary limitations.
Subsequent
to March 31, 2025, the Company received commitments from certain lenders under the Loan Agreement to provide additional financing of
at least $2.0 million in aggregate principal. The additional loans are expected to be issued on terms and conditions that are materially
consistent with those of the Loan Agreement.
On
January September14, 26, 2024,2026, the Company,
Company entered into a securities purchase agreement (the “Securities Purchase Agreement II”) with certainan institutional and accredited
investors, including certain directors and officers of the Company.investor. Pursuant to the purchasePurchase agreement,Agreement, the Company sold to the investors
investor, and the investor purchased from the Company, in a private
placement offering, (i) an aggregate of 24,999,999(i) 524,990 shares (the “Shares”) of Commonthe Stock”,Company’s common stock, at a purchase
price of $0.5043$1.272 per Share,
(ii) pre-funded warrants to purchase up to 15,848,7123,405,828 shares of commonCommon stockStock (the “Pre-funded Warrants”)
at a purchase price of $0.5042$1.2719 per pre-fundedPre-funded warrantWarrant and
(iii) warrants to purchase up to 40,848,7113,930,818 shares of commonCommon stock,Stock (the “Common
Warrants”, and together with the Pre-funded Warrants the “Warrants”), for aggregate for gross proceeds ofunder $20.6the million (which includesPurchase
$2.0 million from related parties). Each share and each pre-funded warrant was sold with an accompanying common warrant to purchase one
shareAgreement of common stock.$5,000,000. The pre-fundedPre-funded warrantsWarrants have an exercise price of $0.0001 per share, and the commonCommon warrantsWarrants have an exercise
price price
of $0.3793$1.147 per share. Members of the Board of Directors and certain executives of the Company are considered related parties to this offering.
The offering closed on DecemberJanuary 31,16, 2024.2026, Theon Company received net proceedssatisfaction of $18.9customary millionclosing after deductions for placement agent commissions
and other offering costs of $1.4 million and $0.3 million, respectively. (See Note 4 to our financial statements for the fiscal year ended
March 31, 2025).conditions.
In addition, Beyond Air and Avenue
Capital Management II, L.P., Avenue Venture Opportunities Fund, L.P. and Avenue Venture Opportunities Fund II, L.P. (“collectively,
Avenue Capital”) reached an agreement to extinguish the Avenue Capital senior secured term loan for a one-time payment of $17.85
million. This agreement eliminates the debt and interest payments that would have been made to Avenue Capital from October 1, 2024 through
June 30, 2026 of $12.0 million. In connection with this agreement $5.0 million was paid on September 27, 2024 in partial settlement. The
Company remeasured the fair value of the derivative liability to $0 at September 30, 2024 as Avenue Capital did not exercise the conversion
right related to the loan agreement prior to the extinguishment of the loan agreement and the conversion price exceeded the fair market
value of the underlying securities. The final $12.85 million was paid on October 4, 2024. Avenue Capital invested $3.35 million in the
Securities Purchase Agreement II at the same terms and conditions as all other investors.
With
respect to Beyond Cancer,
discussions with investors continue in parallel to the advancement to a phase 1b combination study of UNO with
anti-PD1 therapy.therapy Current
cashand onother handstrategic is expected to be sufficient to complete the phase 1b study.alternatives.
NeuroNOS continues to evaluate and pursue a variety of strategic financing opportunities to support its operations, advance its development programs and execute its long-term business objectives. NeuroNOS is actively engaged in discussions with potential investors and other financing sources and may seek to raise additional capital through equity investments, strategic partnerships, licensing arrangements, debt financings or other transactions. While no assurance can be given that any such financing or transaction will be completed on acceptable terms, or at all, NeuroNOS remains focused on securing the resources necessary to further its strategic initiatives and support future growth.
The recent $2.0 million funding
for NeuroNOS is still open as fundraising will continue for a period of time not to extend beyond the end of calendar 2025.
On
May 25, 2021, the Company and
Circassia entered into a settlement agreement (“the Settlement Agreement”) resolving all claims
by and between the parties
and mutually terminating the agreement with Circassia disclosed in Note 9 to our financial statements for the fiscal year ended March
31, 2025.Circassia. Pursuant to the terms of the Settlement Agreement,
the Company agreed to pay Circassia $10.5 million in three installments,
all of which has been paid. Additionally, beginningstarting in the third fiscal quarter of 2025, CircassiaCircasia willbegan receivereceiving a quarterly royalty payment
equal to 5% of LungFit® PH net sales in the
U.S. untilThis royalty will terminate once the finalaggregate payment reaches $6.0 million has been paid.million. As of March 31, 2025,2026, less
thanapproximately $0.1$0.4 million of royaltyroyalties hashave been paid.
On February 10, 2025, we entered
into the At-The Market Offering Sales Agreement with BTIG, Inc. (the “2025 ATM”). Under the 2025 ATM, we may sell shares of
our common stock having aggregate sales proceeds of up to $35.0 million, from time to time and at various prices. Pursuant to the “baby
shelf rules” promulgated by the SEC, if our public float is less than $75.0 million as of specified measurement periods, the number
of shares of common stock that may be offered and sold by us under a Form S-3 registration statement, including pursuant to the 2025 ATM,
in any twelve-month period is limited to an aggregate amount that does not exceed one-third of our public float. As of March 31, 2025,
due to the SEC’s “baby shelf rules,” we were permitted to sell up to $6.6 million of shares of common stock pursuant
to the 2025 ATM. We will remain subject to the “baby shelf rules” under the Form S-3 registration statement until such time
as our public float exceeds $75.0 million. If shares of our common stock are sold, there is a 2.5% fee paid to the sales agent.
Our
ability to continue to operate
beyond the thirdfourth fiscal quarter of 20262027 will be largely dependent upon the successful commercial launch
of LungFit® PH,
as well as obtaining partners in other parts of the world, the timing of the FDA approval for LungFit PH 2 and possibly
raising additional funds to finance our activities until we are generating
cash flow from operations. Further, there are no assurances
that we will be successful in obtaining an adequate level of financing for
the development and commercialization of our other product
candidates.
There are numerous risks and uncertainties
associated with the development of our NO delivery system and we are unable to estimate the amounts of increased capital outlays and operating
expenses associated with the completion of the research and development of our product candidates.
Below
is a summary of the statements
of cash flowsflow activities for the years ended March 31, 20252026 and March 31, 2024.2025.
For the year ended March 31, 2026, the net cash used in operating activities was $18.1 million, which was primarily due to our net loss of $34.3 million which includes $5.3 million of stock-based compensation, $3.0 million of depreciation and amortization, $1.8 million of paid-in-kind interest associated with the Loan Agreement, $1.4 million loss on the change in fair value of derivative liability, $0.7 million provision for inventory losses, and $0.4 million loss on disposal of fixed assets.
For
the year ended March 31, 2025,
the net cash used byin operating activities was $38.2 million, which was primarily due to our net loss of
$48.5 million which includes $9.1
million of stock-based compensation, $3.0 million of depreciation and amortization, a non-cash loss
of $2.4 million on the extinguishment
of debt, an impairment of fixed assets charge $0.5 million, a $0.4 million increase in accounts
receivable, a $0.4 million increase in
inventory, partially offset by a $1.0 million decrease in prepaid accounts, a decrease in accrued
liabilities $6.4 million (which included
$4.5 million in payment of the final tranche of a May 2021 settlement with Circassia). For the year ended March 31, 2024, net cash used
by operating activities was $56.0 million, which was primarily due to our net loss of $64.3 million, which includes $21.3 million of stock-based
compensation, $0.4 million received in grant payments, $2.0 million of depreciation and amortization partially offset by a $1.6 million
increase in prepaid accounts, a $0.3 million increase in accounts receivable, a $1.0 million increase in inventory, ($3.5) million in
payment of the second tranche of a May 2021 settlement with Circassia, ($2.9) million for the Hudson settlement and ($7.6) million attributable
to the resolution of the Empery Suit.
For the year ended March 31, 2026, net cash used in investing activities was $3.7 million which was attributable to a net purchase of investments in marketable securities of $2.7 million and investment of $1.0 million for the purchase of property and equipment, mainly LungFit® PH devices.
For the year ended March 31, 2025, cash provided by investing activities was $14.9 million which was attributable to a net redemption of investments in marketable securities of $20.8 million and investment of $5.9 million for the purchase of property and equipment, mainly LungFit® PH devices.
For the year ended March 31, 2025,
cash provided by investing activities was $14.9 million which was primarily from investments in marketable securities from net proceeds received
from the purchase and sale of marketable securities of $20.8 million in the fiscal year, and the purchase of property and equipment for
$5.9 million. For the year ended March 31, 2024, cash used in investing activities was $12.2 million which was primarily from investments
in marketable securities from net proceeds received from the purchase and sale of marketable securities of $6.5 million in the fiscal
year, and the purchase of property and equipment for $5.7 million.
Net cash provided by financing activities for the year ended March 31, 2026 was $29.1 million, mainly from the issuance of common stock in connection with the At-The-Market Offering Sales Agreement with BTIG, Inc (the “2025 ATM”) of $8.1 million in addition to $3.0 million from the issuance of common stock in connection with the warrant inducement and issuance of additional warrants. Additionally, the Company received $2.0 million of Additional Loans from a related party, a director of the Company who is also an existing lender under its Loan Agreement. Further, the Company entered into the Note Purchase Agreement with Streeterville, which provided for the issuance of the Note in the principal amount of $12.0 million, partially offset by $1.0 million of fees paid at closing. Finally, the Company entered into a Securities Purchase Agreement with an institutional investor, which provided for the sale of common stock and warrants for aggregate proceeds of $5.0 million, partially offset by $0.5 million of fees paid at closing.
For
the year ended March 31, 2025,
net cash provided by financing activities was $16.6 million, mainly from the issuance of securities through
securities purchase agreements
which the net proceeds were $18.8 million, $11.3 million payment received on the loan agreement, and the
issuance of common stock in connection
with an At-The-Market Offering Sales Agreement with Truist Securities, Inc. (the “2022 ATM”)
of $0.7 million and $1.5 million
in connection with the 2025 ATM partially offset by $18.0 million from the payment of long- and short-term
loans, including a $17.5 million
repayment to Avenue Capital. For the year ended March 31, 2024, net cash provided by financing activities was $43.2 million, mainly from
the Loan Agreement of which the net proceeds were $15.8 million, the issuance of common stock in connection with the 2022 ATM of $13.4
million, and the registered direct offering (the “Registered Offering”) pursuant to a securities purchase agreement dated
March 20, 2024 with Roth Capital Partners, LLC and Laidlaw & Company (UK) Ltd. of $14.6 million, the issuance of common
stock in connection with the exercise of options ($0.2 million) partially offset by $0.8 million from the payment of short-term loans.
What changed in the latest 10-Q
Risk Factors
New heading “Our failure to maintain our compliance with Nasdaq’s continued listing standards or other requirements could result in our common stock being delisted from Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our common stock and decrease or eliminate your investment.”
Removed heading “The proposed transaction involving NeuroNOS Ltd. may not be consummated, which could materially and adversely affect our business, financial condition, and the value of our securities.”
Largest changes
“Our failure to maintain our compliance with Nasdaq’s continued listing standards or other requirements could result in our common stock being delisted from Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our common stock and decrease or eliminate your investment.”see in full comparison
“There can be no assurance that the reverse stock split will enable us to maintain compliance with the Bid Price Rule or that we will continue to satisfy Nasdaq’s other continued listing standards. Any delisting determination by Nasdaq could seriously decrease or eliminate the value of an investment in our common stock and other securities linked to our common stock. …”see in full comparison
“Our common stock is currently listed on the Nasdaq Capital Market under the symbol “XAIR.” Nasdaq requires listed issuers to comply with certain standards to remain listed on its exchange, and our failure to maintain compliance with Nasdaq’s continued listing standards or other requirements could result in our common stock being delisted from Nasdaq. …”see in full comparison
“On August 6, 2026, Nasdaq notified us in writing that we had regained compliance with the Bid Price Rule. Pursuant to its authority under Nasdaq Listing Rule 5815(d)(4)(A), the Panel determined to impose a Discretionary Panel Monitor for a period of one year from the date of that letter, or until August 6, 2027. …”see in full comparison
“Further, on July 22, 2026, the SEC’s Division of Trading and Markets, acting pursuant to delegated authority, approved a Nasdaq rule change that, if it becomes effective, would require companies listed on the Nasdaq Capital Market to maintain a market value of listed securities, or MVLS, of at least $5 million under new Nasdaq Listing Rule 5550(a)(6). This requirement would be separate from the $35 million MVLS continued listing standard under Nasdaq Listing Rule 5550(b)(2). …”see in full comparison
“Nasdaq Listing Rule 5810(c)(3)(A)(iv) also provides that a company whose security fails to meet the minimum bid price requirement is not eligible for an automatic compliance period if it effected a reverse stock split during the preceding one-year period or effected one or more reverse stock splits with a cumulative ratio of 250-to-1 or greater during the preceding two-year period. …”see in full comparison
Full comparison: every changed paragraph (11)
ThereOther than as noted below, there
have been no material changes to the risk factors previously disclosed in Part I, “Item 1A. Risk Factors” of our 20252026 Annual
Report on Form 10-K except as set forth below.Report.
Our failure to maintain our compliance with Nasdaq’s continued listing standards or other requirements could result in our common stock being delisted from Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our common stock and decrease or eliminate your investment.
Our common stock is currently listed on the Nasdaq Capital Market under the symbol “XAIR.” Nasdaq requires listed issuers to comply with certain standards to remain listed on its exchange, and our failure to maintain compliance with Nasdaq’s continued listing standards or other requirements could result in our common stock being delisted from Nasdaq. If Nasdaq were to delist our common stock and we were unable to obtain listing on another reputable national securities exchange, we could experience a reduction in our liquidity and the trading volume and market price of our common stock and a significant impairment of our ability to raise capital, and the value of your investment could decrease or be eliminated.
On April 7, 2026, we received a letter from Nasdaq notifying us that we were no longer in compliance with the $1.00 minimum bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2), which we refer to as the Bid Price Rule. While companies are typically afforded a 180-calendar-day compliance period to comply with the Bid Price Rule, we were not eligible for a compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv) because we had effected a 1-for-20 reverse stock split on July 14, 2025. Following a delisting appeal and hearing, the Nasdaq Hearings Panel granted our request for continued listing, subject to our demonstrating compliance with the Bid Price Rule by July 31, 2026. To regain compliance, we effected a 1-for-20 reverse stock split on July 13, 2026.
On August 6, 2026, Nasdaq notified us in writing that we had regained compliance with the Bid Price Rule. Pursuant to its authority under Nasdaq Listing Rule 5815(d)(4)(A), the Panel determined to impose a Discretionary Panel Monitor for a period of one year from the date of that letter, or until August 6, 2027. Should we fail to maintain compliance with any Nasdaq continued listing requirement during the monitor period, Nasdaq staff will issue a Delist Determination Letter, and we will promptly schedule a new hearing with the initial Panel, or a newly convened Hearings Panel if the initial Panel is unavailable, which hearing may be oral or written, at our election. Notwithstanding Nasdaq Listing Rule 5810(c)(2), we will not be permitted to provide Nasdaq staff with a plan of compliance with respect to any deficiency that arises during the monitor period, and Nasdaq staff will not be permitted to grant us additional time to regain compliance with respect to any such deficiency. The Hearings Panel will consider our compliance history when rendering its decision, and there can be no assurance that any such hearing would result in continued listing of our common stock on Nasdaq.
Nasdaq Listing Rule 5810(c)(3)(A)(iv) also provides that a company whose security fails to meet the minimum bid price requirement is not eligible for an automatic compliance period if it effected a reverse stock split during the preceding one-year period or effected one or more reverse stock splits with a cumulative ratio of 250-to-1 or greater during the preceding two-year period. Because we effected 1-for-20 reverse stock splits on July 14, 2025 and July 13, 2026, representing a cumulative ratio of 400-to-1, if we again fail to satisfy the Bid Price Rule while the applicable lookback periods apply, Nasdaq will promptly issue a Staff Delisting Determination without providing us with an automatic compliance period. We may therefore have little or no opportunity to take remedial action before Nasdaq initiates delisting proceedings.
Further, on July 22, 2026, the SEC’s Division of Trading and Markets, acting pursuant to delegated authority, approved a Nasdaq rule change that, if it becomes effective, would require companies listed on the Nasdaq Capital Market to maintain a market value of listed securities, or MVLS, of at least $5 million under new Nasdaq Listing Rule 5550(a)(6). This requirement would be separate from the $35 million MVLS continued listing standard under Nasdaq Listing Rule 5550(b)(2). Under the approved rule, if a company’s MVLS remains below $5 million for 30 consecutive business days, Nasdaq would issue a Staff Delisting Determination and immediately suspend the company’s securities from trading without providing a cure or compliance period. A request for review by a Nasdaq Hearings Panel would not stay the trading suspension, and the Panel’s ability to grant relief would be limited.
On July 29, 2026, the SEC notified Nasdaq that it had received notices of intention to petition the full Commission for review of the approval order. Pursuant to Rule 431(e) of the SEC’s Rules of Practice, the filing of those notices automatically stayed the approval order until the Commission orders otherwise. Accordingly, the new $5 million MVLS requirement is not currently effective or being enforced. There can be no assurance regarding the timing or outcome of the Commission’s review or whether the stay will be lifted and the rule will become effective in its current or a modified form. If the rule becomes effective and our MVLS falls below $5 million for the prescribed period, we may have little or no opportunity to take remedial action before our common stock is suspended and subjected to delisting proceedings.
There can be no assurance that the reverse stock split will enable us to maintain compliance with the Bid Price Rule or that we will continue to satisfy Nasdaq’s other continued listing standards. Any delisting determination by Nasdaq could seriously decrease or eliminate the value of an investment in our common stock and other securities linked to our common stock. While quotation on an over-the-counter market could maintain some degree of a market in our common stock, we could face substantial adverse consequences, including limited availability of market quotations for our common stock; reduced liquidity and trading prices; a determination that shares of our common stock are “penny stock” under SEC rules, subjecting broker-dealers trading our common stock to more stringent requirements; limited news and analyst coverage; a decreased ability to issue additional securities or obtain additional financing; and potential breaches or terminations of agreements with current or prospective large stockholders, strategic investors and banks. The heightened risk of delisting could also negatively affect the market price and trading volume of our common stock.
The
proposed transaction involving NeuroNOS Ltd. may not be consummated, which could materially and adversely affect our business, financial
condition, and the value of our securities.
We
have entered into a binding letter of intent with XTL Biopharmaceuticals Ltd. relating to the proposed acquisition of NeuroNOS Ltd. Completion
of the proposed transaction is subject to a number of conditions, including the negotiation and execution of definitive agreements and
satisfaction of customary closing conditions and approvals. There can be no assurance that these conditions will be satisfied or that
the proposed transaction will be completed on the terms currently contemplated, or at all. If the proposed transaction is delayed or
not consummated, we may incur significant costs and expenses, experience diversion of management time and resources, and face uncertainty
regarding the future strategic direction of NeuroNOS Ltd. In addition, we may be required to pursue alternative strategic or financing
arrangements with respect to NeuroNOS Ltd., which may not be available on favorable terms, if at all.The failure to complete the proposed
transaction could adversely affect our business, financial condition, and the market price of our common stock.
Management's Discussion & Analysis (MD&A)
New heading “Other Recent Developments”
Largest changes
“In April 2025, the FDA granted Orphan Drug Designation (“ODD”) to NeuroNos’ investigational therapy, BA-102, for the treatment of Phelan-McDermid Syndrome (“PMS”), a syndrome associated with ASD. PMS is a rare genetic disorder most commonly caused by deletions or mutations affecting the SHANK3 gene leading to a range of symptoms, including global developmental delay, intellectual disability, severe speech impairments, and in many cases features of ASD.”see in full comparison
“On April 7, 2026, the Company received notice from Nasdaq that it was not in compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) and that, because the Company had effected a reverse stock split during the preceding one-year period, it was not eligible for the customary compliance period. The Company timely requested a hearing before the Nasdaq Hearings Panel, which stayed any suspension or delisting action pending the Panel’s decision.”see in full comparison
“Also on November 4, 2025, the Company entered into an equity purchase agreement (the “Purchase Agreement”) with Streeterville for the purchase of up to $20.0 million of the Company’s shares of common stock. In connection with the Purchase Agreement, the Company and Streeterville entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file with the Securities and Exchange Commission a registration statement (the “Registration Statement”) covering the resale of the shares by November 24, 2025. …”see in full comparison
“For the three months ended June 30, 2025, net cash provided by investing activities was $0.6 million. In the three months ended June 30, 2025, the Company redeemed a net $0.8 million of excess cash in high quality, short term, U.S. dollar denominated marketable equities with high liquidity and invested $0.2 million for the purchase of property and equipment, mainly LungFit PH devices.”see in full comparison
For thesee in full comparisonninethree months endedDecemberJune31,30,2024,2026, net cash provided by investing activities was$12.3$0.5millionmillion.whichInwasthemainlythreeattributablemonthstoended June 30, 2026, the Company redeemed a netredemption$0.6 million ofinvestmentsexcess cash in high quality, short term, U.S. dollar denominated marketablesecuritiesequities withofhigh$16.7 millionliquidity and invested$4.4$0.2 million for the purchase of property and equipment, mainly LungFit PH devices.
Full comparison: every changed paragraph (62)
OnIn
November 26, 2024, the Company received European CE mark approval of the LungFit PH® system for the following:
With
Beyond Air’s focus on NO and its effect on the human condition, there are two additional programs that do not utilize our LungFit®
system. Through our majority-owned affiliate Beyond Cancer, Ltd. (“Beyond Cancer”), NO is used to target solid tumors.
The LungFit® platform is not utilized for the solid tumor indication due to the need for ultra-high concentrations of
gaseous nitric oxide (“UNO”). A proprietary delivery system has been developed that is designed to safely deliver UNO in
excess of 10,000 ppm directly to a solid tumor. This program isrecently currentlycompleted ina phase 1 human clinical trial.
The
second program, which does not utilize the LungFit® platform, partially inhibits neuronal nitric oxide synthase (“nNOS”)
in the brain to treat neurological and neuro-oncology conditions. The first target indication is autism spectrum disorder (“ASD”).
On June 15,
2023, the Company announced that it has entered into an agreement with Yissum Research Development Company of the Hebrew
University of
Jerusalem, LTD. (the “University”) to acquire the commercial rights for nNOS inhibitors being developed for
the treatment
of ASD and other neurological conditions. Currently, there are no FDA-approved therapies specifically for the treatment
of ASD. Under
the terms of the agreement, Beyond Air shall pay to the University compensation for pre-clinical work over the three-year
period from
the date of the agreement. Also, the Company will pay to the University a low single-digit royalty on net sales and certain
one-time one-time
payments based on clinical, regulatory and sales milestones. Development timing is under review pending a proposed sale
to XTL Biopharmaceutical Ltd.
On
March 24, 2025, Beyond Air reorganized its neurology business into a new private company called NeuroNOS Limited (“NeuroNOS”).
Beyond Air’s infrastructure, for example regulatory, quality, legal, etc, is currently supporting the NeruoNOSNeuroNOS team. Beyond Air
currently has 84.75%71.6% ownership in NeuroNOS.
OnIn
November 26, 2024, the company received European CE mark approval of the LungFit PH® system for the following:
We
submitted a PMA supplement to the FDA in November 2023 for the expansion of the label to include certain cardiac surgeries. The
submission has been withdrawn in favor of our submission of our second generation LungFit PH. According to the most recent year-end
report from Mallinckrodt Pharmaceuticals (“Mallinckrodt”), sales of NO were $261.4 million in 2024 (down from $303.2
million in 2023) for the United States, Canada, Japan, Mexico and Australia, with ~90% in the United States. Outside of the U.S.
there are multiple market participants which translates to considerably lower relative sales than in the U.S. We believe the U.S.
sales potential of LungFit® PH to be approximately $350 million and worldwide sales potential to be approximately
$700 million or greater. We initiated the first phase of our commercial launch in July 2022 (the limited launch phase to introduce
Lungfit® PH and
Beyond Air to hospitals), and entered into phase 2 (target initial market share gains in certain
geographies) with an expanded commercial
presence during the spring of 2023 in the U.S. WeSince recently entered the final phase of our
launch process where we will equip our commercial organization to become the market leader in the U.S. in a few years. Since
receiving CE Mark in late November,November 2024, we have received regulatory approvals in
more than 1027 other countries outside of the
United States and EU. Additionally, we have signed distribution agreements covering over
40 countries outside of the United States. We
anticipate significant contribution to revenues in fiscal 20262027 and beyond from these and
future partnerships.
A PMA supplement to the US FDA for the expansion of the label to include certain cardiac surgeries was withdrawn in favor of our submission of our second generation LungFit® PH II. The LungFit® PH II PMA supplement was submitted to the FDA in June 2025. LungFit® PH II is smaller, lighter, and fully transport-ready. The ability of the device to be used in air and ground transportation significantly increases our addressable market compared to our first generation product. We believe the estimated total addressable market for inhaled NO in the U.S. is approximately $350 million and worldwide to be approximately $700 million or greater. We believe the approval and subsequent launch of the LungFit® PH II will equip our commercial organization to become the market leader in the U.S. in the near-term.
Viral
pneumonia in adults is most commonly caused by rhinovirus, respiratory syncytial virus (“RSV”) and influenza virus. However,
newly emerging viruses (including SARS-CoV-1, SARS-CoV-2, avian influenza A, and H1N1 viruses) have been identified as pathogens contributing
to the overall burden of adult viral pneumonia. COVID-19 is an infectious disease caused by SARS-CoV-2, that resulted in a global pandemic,
causing millions of hospitalizations and over 77.1 million deaths worldwide reported as of JanuaryMarch 2024,2026, according to the World Health Organization.
Excluding the pandemic, there are approximately 350,000 annual viral pneumonia hospitalizations in the U.S., and up to 16 million annual
viral pneumonia hospitalizations globally. For the broader annual viral pneumonia hospitalizations, we believe U.S. market potential
to be greater than $1.5 billion and worldwide market potential to be greater than $3 billion.
Following
completion of the clinical trial and the 180-day follow-up period, incremental data were provided in a poster presentation at IDWeek
2022. In addition to the positive clinical results provided at ECCMID 2022, the poster showed a larger decline in c-reactive protein
(“CRP”) from baseline for patients treated with NO + SST compared to the control group. Analysis of the data provides compelling
evidence that high concentration NO delivery with the LungFit® PRO generator and delivery system can be a powerful tool against any
type of pneumonia, especially COVID-19. The Company commenced a clinical trial in the second half of calendar 2023 in the United States
and made the decision to pauseterminate this study pending future funding.study.
In
December 2020 we began a 12-week, multi-center, open-label clinical trial in Australia intended to enroll approximately 20 adult patients
with chronic refractory NTM lung disease. We received a grant of up to $2.17 million from the Cystic Fibrosis Foundation (“CFF”)
to fund this clinical trial and advance the clinical development of inhaled NO to treat NTM pulmonary disease. The trial enrolled both
cystic fibrosis (“CF”) and non-CF patients infected with MAC, M. abscessus or any strain of NTM. The clinical trial
consisted of a run-in period followed by two treatment phases. The run-in period provided a baseline for the efficacy endpoints. The
first treatment phase took place over a two-week period and began in the hospital setting where patients were titrated from 150 ppm NO
up to 250 ppm NO over several days. During this phase patients received NO for 40 minutes, four times per day while Methemoglobin (“MetHb”)
levels were monitored. Patients were also trained to use LungFit® GO and subsequently discharged to complete the remaining
portion of the two-week treatment period at their home at the highest tolerated NO concentration. For the second treatment phase, a 10-week
maintenance phase, the administration was twice daily.daily at 250 ppm NO. The clinical trial evaluated safety, quality of life, physical function,
and bacterial
load among other parameters.
At
the American Thoracic Society International Conference 2022 (ATS 2022), we presented positive interim data from the ongoingaforementioned clinical
trial. At the time of data cutoff on April 4, 2022, a total of 15 patients were enrolled in the pilot clinical trial. The mean age of
patients was 62.1 years (range: 22 – 82 years) with the majority female (80%), a distribution consistent with real-world NTM disease.
All 15 patients were successfully titrated to 250 ppm NO in the hospital setting, and no patients required dose reductions during the
subsequent at-home portion of the clinical trial. Patients were followed up for 12 weeks after the 12-week treatment period was completed.
In
the fourth calendar quarter of 2021, Beyond Cancer, our majority-owned affiliate,subsidiary, raised $30.0 million in a private placement of common
shares. The investors purchased a 20% equity ownership in Beyond Cancer, while Beyond Air maintained 80% equity ownership. The funding
is being used to accelerate ongoing preclinical work, including the completion of IND-enabling studies, completion of a Phase 1 human
clinical trial, expansion of preclinical programs for combination studies, hiring of additional Beyond Cancer team members, and optimization
of the delivery system, as well as for general corporate purposes.
Beyond
Cancer will benefit from Beyond Air’s NO expertise, IP portfolio, preclinical oncology team, and regulatory progress, and will
pay Beyond Air a single-digit
royalty on all future revenues. Beyond Cancer is being led by a seasoned leadership team with experience
in emerging healthcare companies and clinical oncology.
The
phase 1a study, between August 2022 and November 2024, enrolled a total of 10 patients treated with either 25,000 ppm or 50,000 ppm NO
for a single intra-tumoral administration over 5 minutes. All subjects had significant advanced stage metastatic disease. The mean number
of treatments prior to entering the study was 10.3 (min 4, max 18), with 5.5 being medication treatments (min 2, max 14). Tumors were
a mix of squamous cell carcinoma, melanoma, breast and triple negative breast. At the time of treatment, life expectancy for all patients
was less than 12 months, with some as low as 3 months. The majority of patients are still alive as of OctoberFebruary 1,2, 2025.2026.
A Phase 1b trial protocol was approved by the Israeli Ministry of Health (IMOH) in December 2024. The initiation of the study is pending future funding.
A
Phase 1b trial protocol was approved by the Israeli Ministry of Health (IMOH) in December 2024. This trial will enroll up to 15 subjects
with prior exposure to anti-PD-1 antibody that have either progressed, not achieved a response, or have prolonged stable disease (12
weeks) on single agent anti-PD-1 without radiographic evidence of continued tumor reduction. Subjects enrolled in the Phase 1b trial
will be treated with the UNO + anti-PD-1 combination. Both safety and efficacy will be evaluated. Timing of the initiation of the study
is under review.
On
June 15, 2023, we announced that we had entered into an agreement with Yissum Research Development Company of the Hebrew University of
Jerusalem, LTD. (the “University”) to acquire the commercial rights for neuronal nitric oxide synthase (nNOS) inhibitors
being developed for the treatment of autism spectrum disorder (“ASD”) and other neurological conditions. Currently, there
are no FDA-approved therapies utilizing nNOS inhibitors specifically for the treatment of ASD. Under the terms of the agreement, Beyond
Air shall pay to the University compensation for pre-clinical work over the two-yearthree-year period from the date of the agreement. Also, we
will pay a low single-digit royalty on net sales and certain one-time payments based on clinical, regulatory and sales milestones.
In
the first calendar quarter of 2025, NeuroNos, our majority-owned affiliate, raised $2.0 million in a private placement of common shares.
An additional $0.5$3.9 million andhas $0.2 million wasbeen raised in the private placement offering during the third and fourth calendar quarter
of 2025, respectively.offering. In total, the investors purchased a 15.25%28.4% equity ownership in NeuroNos, while Beyond Air maintained 84.75%71.6% equity
ownership. The private placement is closed to investment at this time. The funding is being used to accelerate ongoing preclinical work,
including IND-enabling studies as well as for general corporate
purposes.
In April 2025, the FDA granted Orphan Drug Designation (“ODD”) to NeuroNos’ investigational therapy, BA-102, for the treatment of Phelan-McDermid Syndrome (“PMS”), a syndrome associated with ASD. PMS is a rare genetic disorder most commonly caused by deletions or mutations affecting the SHANK3 gene leading to a range of symptoms, including global developmental delay, intellectual disability, severe speech impairments, and in many cases features of ASD.
In September 2025, the FDA granted ODD to NeuroNos’ investigational therapy, BA-101, for the treatment of Glioblastoma (“GBM”). GBM is an aggressive primary brain tumor with limited treatment options and poor prognosis under current standard-of-care approaches.
Other Recent Developments
On April 7, 2026, the Company received notice from Nasdaq that it was not in compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) and that, because the Company had effected a reverse stock split during the preceding one-year period, it was not eligible for the customary compliance period. The Company timely requested a hearing before the Nasdaq Hearings Panel, which stayed any suspension or delisting action pending the Panel’s decision.
Following a hearing on May 14, 2026, the Panel granted the Company a brief exception for continued listing, subject to the Company demonstrating compliance with the minimum bid price requirement by July 31, 2026. The Panel also determined that the Company would be subject to a one-year Discretionary Panel Monitor beginning on the date it regains compliance.
The Company’s compliance plan contemplated a reverse stock split. On June 18, 2026, the Company’s stockholders authorized the Company to effect a reverse stock split at a ratio ranging from 1-for-2 to 1-for-20, and the Board approved a 1-for-20 ratio. The Company filed the related certificate of amendment on July 9, 2026, and the reverse stock split became effective at 12:01 a.m. Eastern Time on July 13, 2026. The common stock began trading on Nasdaq on a split-adjusted basis that same day.
On August 6, 2026 the Company received written confirmation from Nasdaq that it had regained compliance with Nasdaq Listing Rule 5550(a)(2).
A
summary of our critical accounting estimates is discussed in the section entitled “Critical Accounting Estimates” in Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K. There were no material
changes to our critical accounting estimates for the ninethree months ended DecemberJune 31,30, 2025.2026.
Below
are the results of operations for the three and nine months ended DecemberJune 31,30, 20252026 and DecemberJune 31,30, 20242025:
Comparison
of Three and Nine Months Ended DecemberJune 31,30, 20252026 with the Three and Nine Months Ended DecemberJune 31,30, 20242025
Revenue
was $2.2$1.8 million andduring $1.1each million forof the three months ended DecemberJune 31,30, 20252026 and DecemberJune 31,30, 2024, respectively. 2025.
Cost of revenue of
$1.9 $1.5 million and gross profit of $0.3$0.2 million were recognized for the three months ended DecemberJune 31,30, 2025,2026, compared
to a cost of revenue
of $1.3$1.6 million and gross lossesprofit of $0.2 million for the three months ended DecemberJune 31,30, 2024.2025.
Revenue
was $5.8 million and $2.6 million for the nine months ended December 31, 2025 and December 31, 2024, respectively. Cost of revenue of
$5.6 million and gross profit of $0.2 million were recognized for the nine months ended December 31, 2025, compared to a cost of revenue
of $4.2 million and gross losses of $1.6 million for the nine months ended December 31, 2024.
Revenues
continue to expand as we continue to sign new hospital contracts and begin selling into international markets. The increase in gross
profit is primarily associated with sales growth, partially offset by one-time costs required to upgrade our existing fleet of devices
and provisions for excess inventory.
Research
and development expenses for the three months ended DecemberJune 31,30, 20252026 were $2.4$2.0 million as compared to $3.0$3.1 million for the three months
ended DecemberJune 31,30, 2024.2025. The decrease of $0.6$1.1 million was primarily attributed to decreasesa decrease in spend in salaries of $0.4$0.3 million ($0.2 million
in Beyond Air and $0.3$0.1 million in Beyond Cancer,Cancer), partiallystock-based offsetcompensation bycosts increase of $0.1$0.2 million in NeuroNos),Beyond Air, pre-clinical studies $0.2
million in NeuroNos, clinical studies $0.2 million in Beyond Air, and a reduction in Gen
II device development costs of $1.1 million, partially offset by increased stock-based compensation costs $1.2 million ($1.6$0.2 million
in Beyond Cancer partially offset by decrease of $0.4 million in Beyond Air).Air.
Research
and development expenses for the nine months ended December 31, 2025 were $8.0 million as compared to $13.6 million for the nine months
ended December 31, 2024. The decrease of $5.6 million was attributed primarily to decreases in salaries of $2.4 million ($1.0 million
in Beyond Air and $1.5 million in Beyond Cancer, offset by increase of $0.1 million in NeuroNos), pre-clinical expenses $0.7 million
($0.3 million in Beyond Cancer and $0.4 million in NeuroNos), professional fees $0.5 million ($0.4 million in Beyond Air and $0.3 million
in Beyond Cancer, partially offset by increase of $0.2 million in NeuroNos), and a reduction in Gen II device development costs of
$2.3 million, partially offset by increased stock-based compensation costs $0.7 million ($1.4 million in Beyond Cancer partially offset
by decrease of $0.7 million in Beyond Air)
Selling, general and administrative expenses for the three months ended June 30, 2026 were $4.9 million as compared to $4.7 million for the three months ended June 30, 2025.
Selling,
general and administrative expenses for the three months ended December 31, 2025 were $4.5 million as compared to $7.7 million for the
three months ended December 31, 2024. The decrease of $3.3 million was attributed primarily to decreases in salaries $0.6 million ($0.4
million in Beyond Air and $0.2 million in Beyond Cancer), stock-based compensation costs $2.1 million ($1.5 million in Beyond Air and
$0.7 million in Beyond Cancer), professional fees $0.2 million, and legal fees $0.2 million, partially offset by an increase of $0.1
million in royalties.
Selling,
general and administrative expenses for the nine months ended December 31, 2025 were $14.1 million as compared to $22.1 million for the
nine months ended December 31, 2024. The decrease of $8.0 million was attributed primarily to decreases in salaries $2.0 million ($1.5
million in Beyond Air and $0.5 million in Beyond Cancer), stock-based compensation costs $4.9 million ($2.8 million in Beyond Air and
$2.2 million in Beyond Cancer, partially offset by increase of $0.1 million in NeuroNos), $0.6 million of legal fees, $0.3 million travel
expenses, and $0.2 million of facility expenses, partially offset by an increase of $0.3 million in royalties.
Other
expense for the three months ended December 31, 2025 were $1.0 million as compared to other expense of $2.4 million for the three months
ended December 31, 2024. The decrease in expense of $1.4 million was attributed primarily to the prior period loss associated with the
partial extinguishment of debt of $1.9 million. The derivative liability on the Note was remeasured resulting in a gain of $0.5 million,
while there was no fair value measurement of such instrument that occurred during the prior period. The reduction in expenses were partially
offset by increase in interest expense of $0.6 million due to the Company’s current debt facilities compared to the debt outstanding
in the comparative period. Additionally, the Company recognized $0.3 million more loss on disposal of fixed assets compared to the prior
period.
Other
expense for the ninethree months ended DecemberJune 31,30, 20252026 were $2.1$1.5 million as compared to other expense of $3.1$0.5 million for the ninethree months
ended DecemberJune 31,30, 2024.2025. The decreaseincrease in expense of $1.2$1.0 million was attributed primarily to an increase in the priorCompany’s period loss associated with the
extinguishment ofoutstanding debt ofand $2.5related million.interest This was partially offset by the change in fair value of the prior year derivative liability
of $1.3 million gain compared to the gain of $0.5 million associated with the remeasurement of the Note derivative liability that occurred
during the current period.expense.
Net
loss attributed to non-controlling interests for the three months ended DecemberJune 31,30, 2025,2026, was $0.3$0.2 million, compared to $0.3$0.4 million
for the three months ended DecemberJune 31,30, 2024. Net loss attributed to non-controlling interests for the nine months ended December 31,
2025, was $1.0 million, compared to $1.8 million for the nine months ended December 31, 2024.2025. Non-controlling interests represent 20%
of the netminority lossinterest percentage of
our Beyond Cancer subsidiaryand andNeuroNos subsidiaries at the applicable ownership structure during eachthe quarterly reporting period of the
net loss of our NeuroNos subsidiary.period.
Net
loss attributed to common stockholders of Beyond Air, Inc for the three months ended DecemberJune 31,30, 2025,2026, was $7.3$7.9 million or a loss of $11.00
$0.85 per share, basic and diluted. Our net loss attributed to common stockholders of Beyond Air, Inc for the three months ended DecemberJune 30, 2025
31, 2024 was $13.0$7.7 million or a loss of $2.96$30.67 per share, basic and diluted.
Net
loss attributed to common stockholders of Beyond Air, Inc for the nine months ended December 31, 2025, was $23.0 million or a loss of
$3.44 per share, basic and diluted. Our net loss attributed to common stockholders of Beyond Air, Inc for the nine months ended December
31, 2024 was $38.6 million or a loss of $12.77 per share, basic and diluted.
Below
is a summary of our cash flows activities for the ninethree months ended DecemberJune 31,30, 20252026 and DecemberJune 31,30, 20242025:
For
the ninethree months ended DecemberJune 31,30, 20252026, the net cash used in operating activities was $13.2$4.9 million which was primarily due to our net loss
loss of $23.9$8.2 million, which includes $4.9$1.1 million of stock-based compensation, $2.4$0.8 million of depreciation and amortization, and $1.3$0.5 million
million of paid in kind interest and amortization of debt discount associated with the Loan Agreement, $0.5 million provision for inventory losses, and $0.4 million loss
on disposal of fixed assets, in addition to $0.9 million in prepayments and other assets.Agreement.
For
the ninethree months ended DecemberJune 31,30, 2024,2025, the net cash used in operating activities was $31.2$4.5 million which was primarily due to our net loss
loss of $40.4$8.1 million, which includes $9.0$1.6 million of stock-based compensation, $2.5 million costs related to the extinguishment of the
Loan and Security agreement with Avenue Capital Management II, L.P., as administrative
agent and collateral agent, Avenue Venture Opportunities Fund, L.P.
and Avenue Venture Opportunities Fund II, L.P. $2.2$0.8 million of depreciation and amortization, $1.6$0.6 million
in prepayments and other assets, $0.9and $0.4 million of paid in
kind interest and amortization of debt discount,discount offsetassociated by $ 4.5 million of accrued expenses (which included ($4.5) million ofwith the payment of the finalLoan
tranche with Circassia Limited and its affiliates and ($2.9) million for the Hudson settlement and ($7.6) million
attributable to the resolution of Empery Asset Master, Ltd. Et AL, vs AIT Therapeutics Inc.), and $1.6 million change in the fair value
of the warrant and derivative liabilities.Agreement.
For
the nine months ended December 31, 2025, net cash used in investing activities was $3.2 million which was mainly attributable to a net
purchase of investments in marketable securities of $2.7 million and invested $0.5 million for the purchase of property and equipment,
mainly LungFit PH devices.
For
the ninethree months ended DecemberJune 31,30, 2024,2026, net cash provided by investing activities was $12.3$0.5 millionmillion. whichIn wasthe mainlythree attributablemonths toended June 30,
2026, the Company redeemed a net redemption$0.6 million of investmentsexcess cash in high quality, short term, U.S. dollar denominated marketable securitiesequities
with ofhigh $16.7 millionliquidity and invested $4.4$0.2 million for the purchase of property and
equipment, mainly LungFit PH devices.
For the three months ended June 30, 2025, net cash provided by investing activities was $0.6 million. In the three months ended June 30, 2025, the Company redeemed a net $0.8 million of excess cash in high quality, short term, U.S. dollar denominated marketable equities with high liquidity and invested $0.2 million for the purchase of property and equipment, mainly LungFit PH devices.
Net cash provided by financing activities for the three months ended June 30, 2026 was $3.1 million, mainly from the issuance of NeuroNos common stock.
Net
cash provided by financing activities for the ninethree months ended DecemberJune 31,30, 2025 was $24.2$4.1 million, mainly from the issuance of common stock
stock in connection with the At-The-Market Offering Sales Agreement with BTIG, Inc (the “2025 ATM”) of $8.1$2.4 million in addition
to $3.0 million from the issuance of common stock in connection with the warrant inducement and issuance of additional warrants. Additionally,
the Company received $2.0 million of Additionaladvanced Loansfinancing to the Company from a related party, a director of the Company who is also an existing lender under
under its Loan Agreement. Further, the Company entered into the Note Purchase Agreement with Streeterville, which provided for the issuance
of the Note in the principal amount of $12.0 million, partially offset by $1.0 million of fees paid at closing.
Net
cash provided by financing activities for the nine months ended December 31, 2024 was $12.1 million, mainly from the issuance of securities
through securities purchase agreements which the net proceeds were $18.8 million, $11.3 million payment received on the loan agreement,
and the issuance of common stock in connection with the At-The-Market Offering Sales Agreement with Truist Securities, Inc (the “2022
ATM”) of $0.6 million partially offset by $18.7 million from the payment of short-term loans, including a $17.5 million repayment
to Avenue Capital.
We
have generated revenue of $10.7 million from the sale of products to date. We had an operating cash flow decrease of $13.2$4.9 million for
the ninethree months ended DecemberJune 31,30, 20252026 and we have experienced an accumulated loss
of $309.3$327.5 million since inception through December
31,June 2025.30, 2026. As of DecemberJune 31,30, 2025,2026, we had cash, cash equivalents and marketable securities
of $11.7$9.8 million and $6.2$5.4 million in restricted
cash.
Management
is confident that the efforts to arrange financing as described below,financing, while not assured, will enable them to meet the Company’s
obligations.
On
November 1, 2024, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) for a secured loan with certain
lenders, including its Chief Executive Officer Steven Lisi and director Robert Carey, for an aggregate principal amount of $11.5 million.
The Loan Agreement was approved by each of the Company’s independent and disinterested directors, following the receipt of a recommendation
from an independent investment bank. The Loan Agreement provides for the following terms: (i) principal amount of $11,500,000; (ii) ten-year
term; (iii) interest of 15% per annum, of which 3% shall be payable in cash and 12% payable in kind through June 30, 2026 and thereafter
all in cash; (iv) a royalty interest of 8% of the Company’s net sales on a quarterly basis from July 2026 until the facility is
repaid in full; (v) the Company’s obligations will be secured by substantially all of the Company’s assets and (vi) the Company
issued the lenders warrants to purchase shares of the Company’s common stock at an exercise price, adjusted for the 2025 Reverse
Stock Split, of $7.586 per share.
On
June 2, 2025, the Company received $2.0 million of advanced financing from a director that is also an existing lender under its Loan
Agreement. On November 3, 2025, the Company amended and restated the original Loan Agreement (as amended, the “Amended Loan Agreement”)
to provide for and finalize the terms of the $2.0 million Additional Loans and the issuance of new five-year warrants to purchase up
to 512,821 shares of the Company’s common stock (the “Supplemental Warrants”) with an exercise price of $1.95 per share
and subject to the same terms and conditions applicable to the existing warrants issued under the original Loan Agreement
(the “2024 Debt Warrants”). Concurrently, the parties entered into a waiver agreement pursuant to which the Lender consented
to the Company’s issuance of the Note in exchange for reducing the exercise price of the 2024 Debt Warrants from $7.59 per share
to $1.95 per share.
On
February 10, 2025, we entered into the At-The Market Offering Sales Agreement with BTIG, Inc. (the “2025 ATM”). Under the
2025 ATM, we may sell shares of our common stock having aggregate sales proceeds of up to $35.0 million, from time to time and at various
prices. Pursuant to the “baby shelf rules” promulgated by the SEC, if our public float is less than $75.0 million as of specified
measurement periods, the number of shares of common stock that may be offered and sold by us under a Form S-3 registration statement,
including pursuant to the 2025 ATM, in any twelve-month period is limited to an aggregate amount that does not exceed one-third of our
public float. As of December 31, 2025, due to the SEC’s “baby shelf rules,” we are permitted to sell up to $0 million
of shares of common stock pursuant to the 2025 ATM. We will remain subject to the “baby shelf rules” under the Form S-3 registration
statement until such time as our public float exceeds $75.0 million. If shares of our common stock are sold, there is a 2.5% fee paid
to the sales agent.
On
September 8, 2025, we entered into an inducement offer letter agreement (“Inducement Letter”) with certain holders of our
existing common stock purchase warrants (“Existing Warrants”). Pursuant to the Inducement Letter, such holders immediately
exercised some or all of their respective outstanding Existing Warrants to purchase up to an aggregate of 1,439,128 shares of common
stock at a reduced exercise price of $2.21. The proceeds to the Company from the exercise of the Existing Warrants were approximately
$2.9 million, net of placement agent fees and other offering expenses of $0.2 million and $0.1 million, respectively. In consideration
of the inducement offer, the Company issued new common stock warrants to purchase up to 719,562 shares of common stock for a purchase
price of $0.125 per share of common stock underlying the new warrant. The new warrants have an exercise price of $2.21 per share and
are immediately exercisable, with a term of five years from the issuance date.
On
November 4, 2025, the Company entered into and closed on a note purchase agreement (the “Note Purchase Agreement”) with Streeterville
Capital LLC (“Streeterville” or “Investor”), which provided for the issuance of a secured promissory note in
the principal amount of $12.0 million (the “Note”). The principal amount of the Note is due 24 months following the date
of issuance. Interest will accrue at the rate of 15% per annum, with no interest accruing for the first 12 months following issuance;
provided however, that Streeterville is guaranteed 12 months of interest, of $1.8 million even if the Note is redeemed or prepaid prior
to the maturity date. Of the total $12.0 million Note, $6.0 million will be placed in a restricted account and will be accessible by
the Company as the first $6.0 million is repaid.
Also
on November 4, 2025, the Company entered into an equity purchase agreement (the “Purchase Agreement”) with Streeterville
for the purchase of up to $20.0 million of the Company’s shares of common stock. In connection with the Purchase Agreement, the
Company and Streeterville entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to
which the Company agreed to file with the Securities and Exchange Commission a registration statement (the “Registration Statement”)
covering the resale of the shares by November 24, 2025. Pursuant to the Purchase Agreement, upon effectiveness of the Registration Statement
and so long as there is no balance outstanding on the Note, the Company shall have the right, but not the obligation, to direct Streeterville,
by its delivery to Streeterville of a put notice from time to time during a period of up to two years, to purchase newly issued shares
of the Company’s common stock, subject to customary limitations.
On
January 14, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”)
with an institutional investor. Pursuant to the Purchase Agreement, the Company sold to the investor, and the investor purchased from the Company, in a private placement offering, an aggregate of (i) 524,990 shares (the “Shares”) of the Company’s
common stock, at a purchase price of $1.272 per Share, (ii) pre-funded
warrants to purchase up to 3,405,828 shares of Common Stock (the “Pre-funded Warrants”) at a purchase price of $1.2719 per
Pre-funded Warrant and (iii) warrants to purchase up to 3,930,818 shares of Common Stock (the “Common Warrants”, and together
with the Pre-funded Warrants the “Warrants”), for aggregate gross proceeds under the Purchase Agreement of $5,000,000. The
Pre-funded Warrants have an exercise price of $0.0001 per share, and the Common Warrants have an exercise price of $1.147 per share.
The offering closed on January 16, 2026, on satisfaction of customary closing conditions.
With
respect to Beyond Cancer, discussions with investors continue in parallel to the advancement to a phase 1b combination study of UNO with
anti-PD1 therapy.
XAIR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 3 Form 4 filings (3 insiders, 4 trade dates, 59,455 shares, about $281.6K) and open-market sales in 0 filings. Net open-market shares: 59,455 (purchases minus sales); net value about $281.6K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Lin Yi-Chien |
Open-market purchase | 15,393 | $2.80 | $43.1K |
| 2026-09-30 | Lin Yi-Chien |
Open-market purchase | 2,000 | $2.71 | $5.4K |
| 2026-09-29 | Lin Yi-Chien |
Open-market purchase | 3,000 | $2.69 | $8.1K |
| 2026-07-29 | Goodman Robert Scott |
Open-market purchase | 34,722 | $5.76 | $200.0K |
| 2026-07-29 | Moorhead Daniel J |
Open-market purchase | 4,340 | $5.76 | $25.0K |
Well-known investors holding XAIR (13F)
None of the 59 investors we track reported a position in their latest 13F.