Beyond Air Announces $5.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Beyond Air (NASDAQ: XAIR) entered a private placement agreement to sell 3,930,818 shares of common stock (or pre-funded warrants) and warrants to purchase up to 3,930,818 shares at a combined purchase price of $1.272 per share/associated warrant, for expected gross proceeds of approximately $5.0 million before fees.

The issued warrants will have an exercise price of $1.147, be exercisable immediately, and expire five years from issuance. Closing is expected on or about January 16, 2026, subject to customary conditions. Rodman & Renshaw is the exclusive placement agent; Roth Capital Partners and D. Boral Capital are financial advisors. Net proceeds will be used for working capital and general corporate purposes.

Positive

• Expected gross proceeds of approximately $5.0 million
• 3,930,818 shares issued (or pre-funded warrants) for immediate capital
• Warrants exercisable immediately with a 5-year term
• Agreement to file registration statements covering resale of issued shares

Negative

• Potential dilution from 3,930,818 issued shares plus warrants
• Net proceeds will be reduced by placement agent fees and offering expenses

News Market Reaction

-14.16%

27 alerts

-14.16% News Effect

-18.9% Trough in 9 hr 32 min

-$3M Valuation Impact

$18M Market Cap

0.8x Rel. Volume

On the day this news was published, XAIR declined 14.16%, reflecting a significant negative market reaction. Argus tracked a trough of -18.9% from its starting point during tracking. Our momentum scanner triggered 27 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $3M from the company's valuation, bringing the market cap to $18M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: $5.0 million Common shares: 3,930,818 shares Investor warrants: 3,930,818 warrants +5 more

8 metrics

Gross proceeds $5.0 million Expected gross proceeds from private placement before fees

Common shares 3,930,818 shares Shares of common stock (or pre-funded warrants) to be issued

Investor warrants 3,930,818 warrants Warrants to purchase common stock issued in the placement

Combined purchase price $1.272 per share Price per share (or pre-funded warrant) plus associated warrant

Warrant exercise price $1.147 per share Exercise price of warrants issued in the transaction

Pre-funded nominal strike $0.0001 per share Nominal exercise price of pre-funded warrants, if used

Warrant term 5 years Warrants exercisable immediately with five-year term

Expected closing date January 16, 2026 Anticipated closing of the private placement

Market Reality Check

Price: $1.62 Vol: Volume 395,769,807 is 19....

high vol

$1.62 Last Close

Volume Volume 395,769,807 is 19.47x the 20-day average of 20,325,823, indicating extreme pre-news activity. high

Technical Price $2.19 is trading below the 200-day moving average of $2.77, despite the recent 150% move.

Peers on Argus

Peer moves appear mixed and modest versus XAIR’s large 150% move: DHAI -30.43%, ...

Peer moves appear mixed and modest versus XAIR’s large 150% move: DHAI -30.43%, SINT -1.94%, AIMD -3.05%, INBS +11.8%, NVNO +0.51%, suggesting a stock-specific driver.

Historical Context

5 past events · Latest: 2026-01-13 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
2026-01-13	Subsidiary divestiture	Positive	+150.0%	Sale of 85% of NeuroNOS with cash, equity, and milestone payments.
2025-12-30	CFO appointment	Neutral	-0.8%	New CFO named with inducement option grant and leadership background.
2025-12-17	Commercial expansion	Positive	+2.7%	New international LungFit PH distribution deals expanding to 39 countries.
2025-11-26	CFO transition	Negative	+1.5%	CFO resignation with interim replacement and mention of recent financings.
2025-11-10	Earnings and update	Positive	-1.1%	Q2 FY2026 results with 128% revenue growth and raised guidance plus financing.

Pattern Detected

Recent major strategic/commercial updates often saw price gains, while financing and leadership/earnings news tended to produce muted or negative reactions, with more divergence than alignment.

Recent Company History

Over the last few months, Beyond Air has combined strategic deals, commercial expansion, and financing. On 2026-01-13, it agreed to sell 85% of NeuroNOS, which coincided with a 150% move. Earlier, it expanded LungFit PH distribution to 39 countries and reported fiscal Q2 2026 revenue of $1.8M with guidance of $8–$10M. Multiple financings and an equity line with Streeterville were disclosed. Today’s private placement adds another capital-raising step to that trajectory.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-09-30

The company has an active S-3/A shelf dated 2025-09-30 that remains in effect until 2028-09-30. It is noted as not yet effective and shows 1 usage instance via a 424B3 filing on 2025-12-16, indicating an established framework for potential registered offerings alongside today’s exempt private placement.

Market Pulse Summary

The stock dropped -14.2% in the session following this news. A negative reaction despite the added $...

Analysis

The stock dropped -14.2% in the session following this news. A negative reaction despite the added $5.0M of gross proceeds would fit a pattern where capital raises weigh on sentiment. The stock had recently moved 150% on the NeuroNOS transaction, and volume reached 395,769,807 versus a 20,325,823 share average, leaving it technically below the $2.77 200-day MA. Existing financing structures, including the Streeterville equity line and active S-3/A, add further supply considerations.

Key Terms

private placement, pre-funded warrants, warrants, Nasdaq rules, +1 more

5 terms

private placement financial

"to issue and sell, in a private placement priced at-the-market under Nasdaq rules"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

pre-funded warrants financial

"3,930,818 shares of common stock (or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"and warrants to purchase up to an aggregate of 3,930,818 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Nasdaq rules regulatory

"in a private placement priced at-the-market under Nasdaq rules"

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

registration statements regulatory

"the Company agreed to file one or more registration statements with the Securities and Exchange Commission"

Registration statements are detailed documents companies file with securities regulators when they plan to offer shares or other securities to the public. They act like a recipe and instruction manual, listing a company’s business, finances, management, risks and how the offering will work, so investors can judge value and potential downsides. For investors, these filings provide the official, legally required facts needed to make informed decisions and spot warning signs.

AI-generated analysis. Not financial advice.

GARDEN CITY, N.Y., Jan. 14, 2026 (GLOBE NEWSWIRE) -- Beyond Air, Inc. (NASDAQ: XAIR) (“Beyond Air” or the “Company”), a commercial stage medical device and biopharmaceutical company focused on harnessing the power of nitric oxide to improve the lives of patients, today announced that it entered into a securities purchase agreement with an institutional investor to issue and sell, in a private placement priced at-the-market under Nasdaq rules, 3,930,818 shares of common stock (or pre-funded warrants in lieu thereof), and warrants to purchase up to an aggregate of 3,930,818 shares of common stock, at a combined purchase price of $1.272 per share of common stock (or pre-funded warrant in lieu thereof, less the nominal exercise price of $0.0001 per share) and associated warrant, for expected gross proceeds of approximately $5.0 million, before deducting placement agent fees and other offering expenses payable by the Company. The warrants will have an exercise price of $1.147 per share of common stock and will be exercisable immediately upon issuance with a term of five years following the date of issuance.

Rodman & Renshaw LLC is acting as the exclusive placement agent for the private placement. Roth Capital Partners and D. Boral Capital are acting as financial advisors to the Company for the private placement.

The closing of the private placement is expected to occur on or about January 16, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the private placement for working capital and for general corporate purposes.

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Under an agreement with the investor, the Company agreed to file one or more registration statements with the Securities and Exchange Commission covering the resale of the shares of common stock to be issued to the investors, including the shares of common stock issuable upon the exercise of the warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Beyond Air, Inc.

Beyond Air is a commercial-stage medical device and biopharmaceutical company dedicated to harnessing the power of endogenous and exogenous nitric oxide (NO) to improve the lives of patients suffering from respiratory illnesses, neurological disorders, and solid tumors. The Company has received FDA approval and CE Mark for its first system, LungFit PH, for the treatment of term and near-term neonates with hypoxic respiratory failure. Beyond Air is currently advancing its other revolutionary LungFit systems in clinical trials for the treatment of severe lung infections such as viral community-acquired pneumonia (including COVID-19) and nontuberculous mycobacteria (NTM).

Additionally, Beyond Cancer, Ltd., an affiliate of Beyond Air, is investigating ultra-high concentrations of NO with a proprietary delivery system to target certain solid tumors in the pre-clinical setting. For more information, visit www.beyondair.net.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the proposed private investment in public equity (“PIPE”) transaction, including the expected timing, structure, size, and completion of the transaction, the anticipated use of proceeds, the Company’s strategic priorities, commercialization plans, development programs, and future financial and operating performance. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “may,” “will,” “could,” “should,” and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Important factors that could cause actual results to differ materially include, among others: the satisfaction of closing conditions for the PIPE and the risk that the transaction may not be completed on the anticipated terms or timeline, or at all; market conditions; volatility in the Company’s stock price; potential dilution to existing stockholders; the Company’s ability to file and have declared effective a resale registration statement for securities issued in the transaction, if applicable; the Company’s ability to execute its business strategy, advance and commercialize its nitric oxide-based therapies and other product candidates, and achieve anticipated milestones; the timing, progress, and results of clinical development activities; regulatory developments and approvals; competitive developments; manufacturing, supply chain, and commercialization risks; and changes in general economic, financial, regulatory, or political conditions. Additional risks and uncertainties are described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and subsequent filings. Forward-looking statements speak only as of the date of this press release. Beyond Air, Inc. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Investor Relations
Corey Davis, Ph.D.
LifeSci Advisors, LLC
Cdavis@lifesciadvisors.com
(212) 915-2577

FAQ

What is Beyond Air (XAIR) selling in the January 2026 private placement?

Beyond Air is selling 3,930,818 common shares (or pre-funded warrants) and warrants to purchase up to 3,930,818 shares at a combined price of $1.272 per unit.

How much capital will Beyond Air (XAIR) raise from the private placement?

The private placement is expected to yield approximately $5.0 million in gross proceeds before placement agent fees and offering expenses.

What are the terms of the warrants issued to investors in the XAIR private placement?

The warrants have an exercise price of $1.147, are exercisable immediately, and expire five years after issuance.

When is the closing date for Beyond Air's (XAIR) private placement?

The closing is expected to occur on or about January 16, 2026, subject to customary closing conditions.

How will Beyond Air (XAIR) use the net proceeds from the offering?

The company intends to use net proceeds for working capital and general corporate purposes.

Will the new XAIR shares be registered for resale after the private placement?

Under the agreement with the investor, the company agreed to file one or more registration statements covering resale of the issued shares and shares issuable on exercise of the warrants.