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[8-K] Beyond Air, Inc. Reports Material Event

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Beyond Air, Inc. announced a leadership transition in which longtime CEO and director Steven A. Lisi resigned from all positions, effective March 27, 2026, and Robert Goodman, previously Chief Commercial Officer and a director, was appointed CEO. The company states Mr. Lisi’s resignation is not due to any disagreement with its operations or policies.

Under a Separation and Release of Claims Agreement, after a seven-business-day revocation period, Beyond Air will provide Mr. Lisi $650,000 in separation pay over 12 months and pay his COBRA premiums for 12 months. All of his unvested stock options and restricted stock unit awards as of March 27, 2026, will fully vest and remain exercisable for 24 months. The company has not yet entered into a new employment agreement with Mr. Goodman and reports no material changes to his existing compensation at this time.

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Insights

Beyond Air executes orderly CEO transition with defined severance terms.

Beyond Air, Inc. is implementing a planned CEO handoff from longtime leader Steven Lisi to Robert Goodman, its Chief Commercial Officer and existing board member. The company explicitly notes no disagreement with operations or governance, signaling a non-adversarial transition.

The separation package grants Lisi $650,000 over 12 months, 12 months of COBRA premiums, and full acceleration of unvested equity with a 24‑month exercise window from March 27, 2026. This is structurally generous but typical for a departing CEO and could create some incremental share overhang if options are exercised.

Goodman’s appointment leverages his commercial background and prior role leading the LungFit PH strategy. The company has not yet finalized an employment agreement for him, so future disclosures about his compensation and incentive structure will clarify how leadership is being aligned with long-term commercial and financial objectives.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Separation pay $650,000 Base-salary-equivalent severance to Steven Lisi over 12 months
Severance duration 12 months Period over which $650,000 separation pay is continued
COBRA coverage 12 months COBRA premiums paid by Beyond Air for Steven Lisi
Option exercisability 24 months Period after March 27, 2026 that vested options remain exercisable
Revocation Period 7 business days Time from March 27, 2026 before separation agreement becomes effective
Effective resignation date March 27, 2026 Date Steven Lisi’s resignation as CEO and director became effective
Press release date March 26, 2026 Date the company publicly announced the CEO transition
Separation and Release of Claims Agreement financial
"The Company executed a Separation and Release of Claims Agreement with Mr. Lisi"
COBRA premiums financial
"The Company shall also pay Mr. Lisi COBRA premiums for 12 months"
general release of claims regulatory
"including a general release of claims by Mr. Lisi in favor of the Company"
Revocation Period regulatory
"The Agreement will only go effective after the Revocation Period"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
hypoxic respiratory failure medical
"for the treatment of term and near-term neonates with hypoxic respiratory failure"
false 0001641631 0001641631 2026-03-26 2026-03-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 1.01Entry 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

 

 

 

Filing Exhibits & Attachments

6 documents