Beyond Air Announces Exercise of Warrants for $3.25 Million of Gross Proceeds

Rhea-AI Summary

Beyond Air (NASDAQ: XAIR) has secured approximately $3.25 million in gross proceeds through the exercise of existing warrants. The agreement involves the immediate exercise of warrants to purchase 1,439,126 shares of common stock at a reduced price of $2.21 per share.

As part of the transaction, the company will issue new unregistered warrants to purchase up to 719,561 shares of common stock at $0.0625 per warrant. These new warrants will have an exercise price of $2.21 per share, with immediate exercisability and a five-year term. The proceeds will support Beyond Air's clinical and pre-clinical programs, operating expenses, and working capital.

Positive

• Immediate capital raise of $3.25 million to strengthen balance sheet
• Funds allocated to advance clinical and pre-clinical programs
• New warrants provide potential for additional future funding

Negative

• Warrant exercise price represents a discount to market price
• Additional dilution from new warrant issuance
• Registration costs associated with new warrant shares

Insights

Financial Analyst

Beyond Air raises $3.25M through warrant exercise at reduced price, indicating current funding needs while diluting existing shareholders.

Beyond Air has secured $3.25 million in gross proceeds through the exercise of existing warrants at a reduced price of $2.21 per share. This financing transaction reveals important aspects of the company's current financial position. The company had to incentivize warrant holders by offering both a reduced exercise price (matching the current market price) and issuing new warrants (719,561 shares) with a 5-year term, effectively creating additional potential dilution. This structure suggests some urgency in raising capital, as the company is essentially providing extra incentives to bring in immediate funds.

The $3.25 million raised is relatively modest for a public biotech company and is earmarked for advancing clinical/pre-clinical programs plus covering operating expenses. This dual allocation indicates the company is balancing between progressing its pipeline and maintaining operational stability. The involvement of Laidlaw & Company as placement agent also means some portion of the gross proceeds will go toward fees rather than directly to operations.

For context, this transaction will dilute existing shareholders through both the immediate issuance of 1,439,126 shares and potential future dilution from the new warrants. The pricing at $2.21 - equal to the previous closing price rather than at a premium - further suggests the company needed to offer favorable terms to secure this capital. Investors should view this as a strategic but necessary move to strengthen Beyond Air's cash position while it continues developing its nitric oxide technology platform.

GARDEN CITY, N.Y., Sept. 08, 2025 (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 (NO) to improve the lives of patients, today announced the entry into a definitive agreement for the immediate exercise of certain outstanding common warrants (the “Existing Warrants”) to purchase up to an aggregate of 1,439,126 shares of the Company’s common stock at a reduced exercise price of $2.21 (the closing price of the Company’s shares of common stock on September 5, 2025). The gross proceeds to the Company from the exercise of the warrants are expected to be approximately $3.25 million, prior to deducting placement agent fees and estimated offering expenses.

Laidlaw & Company (UK) Ltd., is acting as the exclusive placement agent for the offering.

In consideration for the immediate exercise of the Existing Warrants for cash, the Company will issue new unregistered warrants to purchase up to 719,561 shares of common stock (“New Warrants”), at a purchase price of $0.0625 per New Warrant. The New Warrants will have an exercise price of $2.21 per share, will be exercisable immediately and will have a term of five years from the issuance date.  

The offering is expected to close on or about September 9, 2025, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from this offering to advance its clinical and pre-clinical programs and for continuing operating expenses and working capital.

The new warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the shares underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the new warrants issued in the private placement and the shares underlying the new warrants 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 Act and such applicable state securities laws. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants.

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

About Beyond Air

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 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) among others. Also, the company has partnered with The Hebrew University of Jerusalem to advance a pre-clinical program dedicated to the treatment of Autism Spectrum Disorder (ASD) and other neurological disorders. In addition, 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” (as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended). You can identify such forward-looking statements by the words “appears,” “expects,” “plans,” “anticipates,” “believes” “expects,” “intends,” “looks,” “projects,” “goal,” “assumes,” “targets” and similar expressions and/or the use of future tense or conditional constructions (such as “will,” “may,” “could,” “should” and the like) and by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from any future results expressed or implied by the forward-looking statements. These forward-looking statements are only predictions and reflect views as of the date they are made with respect to future events and financial performance. Many factors could cause actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including those related to the completion of the offering, risks related to the ability to raise additional capital; the timing and results of future pre-clinical studies and clinical trials; the potential that regulatory authorities, including the FDA and comparable non-U.S. regulatory authorities, may not grant or may delay approval for our product candidates; the approach to discover and develop novel drugs, which is unproven and may never lead to efficacious or marketable products; the ability to fund and the results of further pre-clinical studies and clinical trials of our product candidates; obtaining, maintaining and protecting intellectual property utilized by products; obtaining regulatory approval for products; competition from others using similar technology and others developing products for similar uses; dependence on collaborators; and other risks, which may, in part, be identified and described in the “Risk Factors” section of Beyond Air’s most recent Annual Report on Form 10-K and other of its filings with the Securities and Exchange Commission, all of which are available on Beyond Air’s website. Beyond Air undertakes no obligation to update, and have no policy of updating or revising, these forward-looking statements, except as required by applicable law.

Contact:

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

FAQ

How much did Beyond Air (XAIR) raise through the warrant exercise?

Beyond Air raised $3.25 million in gross proceeds through the exercise of existing warrants at $2.21 per share.

What is the exercise price of XAIR's new warrants?

The new warrants have an exercise price of $2.21 per share, equal to the closing price on September 5, 2025.

How many new warrants is Beyond Air issuing in this transaction?

Beyond Air is issuing 719,561 new unregistered warrants at a purchase price of $0.0625 per warrant.

How will Beyond Air use the proceeds from the warrant exercise?

The company will use the proceeds to advance its clinical and pre-clinical programs and for continuing operating expenses and working capital.

When will the XAIR warrant transaction close?

The offering is expected to close on or about September 9, 2025, subject to customary closing conditions.