Beyond Air® Announces Pricing of $16.0 Million Registered Direct Offering of Common Stock and Warrants
Beyond Air, Inc. (NASDAQ: XAIR) announces a securities purchase agreement with investors to purchase 9,638,556 shares of common stock and warrants in a registered direct offering. The offering is priced at $1.66 per share with warrants exercisable at $2.25 per share.
Beyond Air's recent securities purchase agreement reflects a strategic capital raising effort, signifying investor confidence and providing the company with necessary funds to advance its medical device and biopharmaceutical initiatives. The involvement of institutional investors and company insiders suggests a positive outlook on the company's future. However, the dilutive effect of increasing the share count by over 9 million shares could potentially lower the stock's value in the short term.
The warrants, exercisable at $2.25, are priced above the current offering, implying an expectation of stock price appreciation. The performance-based call feature of the warrants, contingent on reaching $4.5 million in net sales, introduces a success-based element to the agreement, aligning investor interests with corporate performance milestones.
The offering's at-the-market pricing suggests Beyond Air's stock is fairly valued by the market, which can reassure investors of stability. The direct nature of the offering allows for a quicker and possibly more cost-effective capital raise compared to a traditional underwritten public offering. The participation of directors and officers could be viewed as a commitment to the company's vision, potentially bolstering investor sentiment.
However, the market will be watching closely for Beyond Air to meet its sales target, as this would validate the business model and could lead to a positive reevaluation of the stock. Failure to meet this target could have the opposite effect, leading to increased volatility and investor skepticism.
The capital infusion is likely earmarked for advancing Beyond Air's pipeline, which includes treatments for respiratory illnesses, neurological disorders and solid tumors. The progress in these areas, particularly with the use of nitric oxide, could have significant implications for patient outcomes and healthcare costs.
Investors will be interested in the company's research and development milestones, as these will be critical in determining the long-term value of their investment. The ability to meet sales targets and successfully bring products to market will be closely tied to the company's operational effectiveness and the broader acceptance of their technology in the medical community.
03/20/2024 - 09:00 AM
GARDEN CITY, N.Y., March 20, 2024 (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 endogenous and exogenous nitric oxide (NO) to improve the lives of patients suffering from respiratory illnesses, neurological disorders and solid tumors (through its affiliate Beyond Cancer, Ltd. (“Beyond Cancer”)), today announced that it has entered into a securities purchase agreement with healthcare focused institutional investors and accredited investors, including certain directors and officers of the Company, whereby the investors have agreed to purchase 9,638,556 shares of the Company’s common stock and warrants to purchase up to an aggregate of 9,638,556 shares of common stock at a purchase price of $1.66 per share and accompanying warrant in a registered direct offering priced at-the-market under Nasdaq rules. The warrants have an exercise price of $2.25 per share, will be exercisable immediately upon issuance and will have a term of three years following the date of issuance. The Company can call the warrants if it reports equal to or greater than $4.5 million of net sales for the quarter ending March 31, 2025 which will require exercise within 10 business days. The closing of the offering is expected to occur on or about March 22, 2024, subject to the satisfaction of customary closing conditions.
The gross proceeds to the Company from this offering are expected to be approximately $16.0 million before deducting the placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering to fund commercial sales development, research, working capital, and other general corporate purposes.
Roth Capital Partners and Laidlaw & Company (UK) Ltd. acted as co-placement agents for the offering.
The securities in the offering described above are being offered by the Company pursuant to an effective “shelf” registration statement on Form S-3 (File No. 333-262311) previously filed with the U.S. Securities and Exchange Commission (the “SEC”), which was declared effective on February 1, 2022. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement, relating to the offering that will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus relating to the registered direct offering may be obtained, when available, by contacting Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, by phone at (800) 678-9147 or Laidlaw & Company (UK) Ltd., 521 Fifth Ave., 12th Floor, New York, NY 10175, Attention: Syndicate Dept., by email: syndicate@laidlawltd.com or by accessing the SEC's website, www.sec.gov .
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. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
About Beyond Air ® , Inc. www.beyondair.net .
Forward Looking Statements This press release contains “forward-looking statements” concerning the potential safety and efficacy of inhaled nitric oxide and the ultra-high concentration nitric oxide product candidate, as well as its therapeutic potential in a number of indications; and the potential impact on patients and anticipated benefits associated with inhaled nitric oxide and the ultra-high concentration nitric oxide product candidate. Forward-looking statements include statements about expectations, beliefs, or intentions regarding product offerings, business, results of operations, strategies or prospects. 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 and Beyond Cancer undertake no obligation to update, and have no policy of updating or revising, these forward-looking statements, except as required by applicable law.
CONTACTS:
Investor Relations contacts Corey Davis, Ph.D.Cdavis@lifesciadvisors.com
What is the ticker symbol for Beyond Air, Inc. mentioned in the press release?
The ticker symbol for Beyond Air, Inc. is XAIR.
How many shares of common stock are investors purchasing in the securities purchase agreement?
Investors are purchasing 9,638,556 shares of the Company's common stock.
At what price are the shares of common stock priced in the offering?
The shares of common stock are priced at $1.66 per share in the offering.
What is the exercise price for the warrants in the offering?
The exercise price for the warrants in the offering is $2.25 per share.
When can the warrants be exercised?
The warrants will be exercisable immediately upon issuance.
What is the term of the warrants in the offering?
The warrants have a term of three years following the date of issuance.
Under what condition can the Company call the warrants in the offering?
The Company can call the warrants if it reports equal to or greater than $4.5 million of net sales for the quarter ending March 31, 2025.
