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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): March 26, 2026
Beyond
Air, Inc.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-38892 |
|
47-3812456 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
900
Stewart Avenue, Suite 301
Garden
City, NY 11530
(Address
of Principal Executive Offices and Zip Code)
(516)
665-8200
Registrant’s
Telephone Number, Including Area Code
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $.0001 per share |
|
XAIR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
1.01 | Entry
into a Material Definitive Agreement. |
The
description in Item 5.02 below, as it relates to the terms and conditions of the Separation and Release of Claims Agreement with Mr.
Lisi, a copy of which is filed herewith as Exhibit 10.1, is incorporated herein by reference.
| Item
5.02. | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Chief
Executive Officer Transition
On
March 26, 2026, Mr. Steven A. Lisi notified the board of directors (“Board”) of Beyond Air, Inc. (“Beyond Air”
or the “Company”) of his resignation as the Company’s Chief Executive Officer (“CEO”) and as Director of
the Board and from all his positions with the Company and its subsidiaries, effective March 27, 2026. Mr. Lisi’s resignation is
not the result of any disagreement with the Company or its Board or any matter relating to the Company’s operations, policies,
or practices.
On
March 27, 2026, The Company executed a Separation and Release of Claims Agreement with Mr. Lisi (“Release Agreement”). The
Release Agreement contains customary protections, including a general release of claims by Mr. Lisi in favor of the Company and certain
other related parties. The Agreement will only go effective after the Revocation Period (which is seven business days from March 27,
2026, and excluding such date) has expired. Pursuant to the terms of the Release Agreement, after the Revocation Period, the Company
shall be obligated to pay Mr. Lisi $650,000 separation pay (representing Mr. Lisi’s base salary as of date of separation) in the
form of compensation continuation over 12 months pursuant to the Company’s regular and customary payroll schedule, less all regular
and customary payroll withholdings. The Company shall also pay Mr. Lisi COBRA premiums for 12 months, as more specifically described
in the Release Agreement. All unvested options and all unvested stock restriction unit awards held by Mr. Lisi as of March 27, 2026,
shall be accelerated and shall immediately vest, and shall continue to remain exercisable for twenty-four (24) months from March 27,
2026.
The
foregoing description of the Release Agreement is not complete and is subject to and qualified in its entirety by reference to the full
text of the Release Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The
Board, by a unanimous vote, appointed Robert Goodman to serve as CEO of the Company, effective March 27, 2026. Mr. Goodman was appointed
as a director of the Company on June 16, 2025. Mr. Goodman has also served as Chief Commercial Officer since November 2025. He brings
over 25 years of experience in sales strategy, go-to-market execution, strategic partnerships and growth management. He has been instrumental
in shaping the Company’s recent commercial approach and is widely recognized for his ability to expand market penetration and accelerate
product adoption in competitive healthcare sectors. Prior to joining Beyond Air, Mr. Goodman served as Chief Commercial Officer at WEP
Clinical from 2023 to 2024, and ActiGraph from 2022 to 2023, where he led global commercial operations and go to market execution. Earlier
in his career, he spent more than nine years at BioTelemetry, Inc. (acquired by Royal Philips), including as Division President and Business
Head of BioTel Care and Alliance from and Senior Vice President of Global Sales and Marketing at BioTel Research, helping scale multiple
businesses through periods of accelerated growth and strategic transformation. He previously held senior leadership roles at Cardiocore
(acquired by BioTelemetry), Thermo Fisher Scientific, and Pfizer, where he spent 15 years in progressively senior commercial positions.
Mr. Goodman currently serves on the board of Fourth Frontier. He is a retired U.S. Army officer and holds a B.S. degree from Norwich
University.
The
Company has not yet entered into an employment agreement or made other compensation arrangements with Mr. Goodman at this time. As of
the date of filing of this Current Report on Form 8-K, no material changes to Mr. Goodman’s existing compensation arrangements
have been made in connection with his appointment as Chief Executive Officer. The Company intends to promptly begin negotiations with
Mr. Goodman with respect to his employment and will disclose any such agreement or arrangements in a subsequent report with the SEC.
There
are no family relationships between Mr. Goodman and any director or executive officer of the Company, and there are no transactions between
Mr. Goodman and the Company that require disclosure pursuant to Item 404 of Regulation S-K.
| Item
7.01. | Regulation
FD Disclosure. |
On
March 26, 2026, the Company issued a press release announcing the CEO transition and appointment of new CEO described in this Current
Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.
The
information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18
of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless
of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
| Item |
9.01 Financial Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Separation and Release of Claims Agreement by and between the Company and Steven A. Lisi dated March 27, 2026. |
| 99.1 |
|
Press Release dated March 26, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
BEYOND
AIR, Inc. |
| |
|
| Date:
April 1, 2026 |
By: |
/s/
Daniel Moorehead |
| |
Name: |
Daniel
Moorhead |
| |
Title |
Chief
Financial Officer |
Exhibit
99.1

Beyond
Air, Inc. Announces Resignation of Steve Lisi, CEO, and Appointment of Robert Goodman, Chief Commercial Officer, as CEO
New
Leadership to Accelerate Market Adoption and Scale Commercial Growth
GARDEN
CITY, N.Y., March 26, 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 (NO) to improve the lives
of patients, today announced that Steve Lisi has resigned as Chief Executive Officer and stepped down from the Board of Directors, effective
March 27, 2026, to pursue other opportunities. The Board of Directors has appointed Robert Goodman, the Company’s current Chief
Commercial Officer and Director, as Chief Executive Officer, effective today.
For
the past nine years, Mr. Lisi has led Beyond Air, guiding the development and launch of the Company’s LungFit PH. Under his leadership,
the Company successfully brought this revolutionary technology to market and established a strong foundation for the LungFit franchise
to accelerate Beyond Air’s growth.
“On
behalf of the entire Board, I want to thank Steve for his many years of dedicated service and visionary leadership,” said Robert
F. Carey, Chairman of the Board. “His contributions were critical in developing the LungFit system and positioning the Company
for its next phase. As we focus on accelerating widespread market adoption of LungFit PH and scaling our commercial operations, the Board
is confident that Bob Goodman’s proven commercial and operational expertise in both the U.S. and international markets makes him
the ideal leader to drive broader customer deployment and unlock Beyond Air’s true potential.”
“I
am deeply grateful for the opportunity to have led Beyond Air through its formative growth years,” said Steve Lisi. “We have
built an exceptional platform with tremendous upside. I have complete confidence in the Beyond Air team to scale the business to new
heights.”
“I
am honored by the Board’s trust and excited to lead Beyond Air into this next chapter,” said Robert Goodman, incoming Chief
Executive Officer. “Our technology delivers clear value, and we have a significant opportunity to expand adoption in the U.S. and
international inhaled nitric oxide markets. I am fully committed to sharpening our commercial execution, strengthening customer partnerships,
scaling the Company to achieve its substantial long-term potential and delivering enhanced value for shareholders.”
Mr.
Goodman is a seasoned healthcare executive and board director with a distinguished track record of leadership across the medical technology
and pharmaceutical industries. He joined the Board of Beyond Air in June 2025 and served as Chief Commercial Officer from November 2025
to March 2026 where he led a rapid transformation of the business strategy, grounded in technology, process and people, positioning the
business for scalable and sustainable growth. He brings decades of experience guiding companies through rapid growth and global expansion
consistently exceeding stakeholder expectations including multiple successful exits.
Mr.
Goodman has held key leadership roles at a range of high-performing organizations, including BioTelemetry, Philips Healthcare, Cardiocore,
Thermo Fisher Scientific, and Pfizer. Spanning public companies, private equity–backed businesses, and early-stage ventures, he
has consistently driven innovation, operational scale, and commercial success.
Known
for his ability to lead international teams and navigate complex healthcare markets, Mr. Goodman is also a board member at Fourth Frontier,
a wearable health tech company.
A
retired U.S. Army officer, Mr. Goodman earned his degree from Norwich University and brings the discipline and strategic mindset developed
during his military career to his leadership in the private sector.
The
Company expects a seamless leadership transition with no disruption to operations, customer relationships, or strategic priorities.
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. 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. These statements include, but are not limited to, statements regarding the Company’s expectations related to the leadership
transition, commercial growth, market adoption of LungFit PH, expansion in the U.S. and international markets, and the Company’s
long-term strategic and financial performance. Forward-looking statements may be identified by words such as “anticipate,”
“believe,” “expect,” “intend,” “plan,” “potential,” “will,” “would,”
“could,” “may,” and similar expressions, or by the use of future tense. These statements are based on current
expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management.
Because
forward-looking statements relate to future events, they are subject to inherent risks and uncertainties, many of which are beyond the
Company’s control, that could cause actual results to differ materially from those expressed or implied in such statements. These
risks and uncertainties include, but are not limited to, risks related to the Company’s ability to successfully execute its commercial
strategy, achieve market adoption of its products, maintain and expand customer relationships, manage leadership transitions effectively,
obtain additional financing, and other risks described in the “Risk Factors” section of Beyond Air, Inc.’s most recent
Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission.
CONTACTS:
Investor
Relations contact
Corey
Davis, Ph.D.
LifeSci
Advisors, LLC
cdavis@lifesciadvisors.com
(212)
915-2577