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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): September 8, 2025
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.
On
September 8, 2025, Beyond Air, Inc., (“we,” “our,” or the “Company”) entered into an inducement offer
letter agreement (the “Inducement Letter”) with 9 holders (each, a “Holder”) of our existing common stock
purchase warrants (the “Existing Warrants”) to purchase up to an aggregate of 1,439,126 shares of common stock. The
Existing Warrants were issued to the Holders on September 30, 2024, pursuant to that certain Securities Purchase Agreement, dated September
26, 2024. Pursuant to the Inducement Letter, such Holders immediately exercised some or all of their respective outstanding Existing
Warrants to purchase up to an aggregate of 1,439,126 shares of common stock, at a reduced exercise price of $2.21. The gross proceeds
to the Company from the exercise of the Existing Warrants were approximately $3.18 million, prior to deducting placement agent fees and
estimated offering expenses.
In
consideration for the immediate exercise of some or all of the Existing Warrants for cash, the Company agreed to issue unregistered new
common stock purchase warrants (“New Warrants”) to purchase up to 719,561 shares of common stock, for a purchase price of
$0.0625 per share of common stock underlying the Existing Warrants held by such holder.
The New Warrants will have an exercise price of $2.21 per share,
will be immediately exercisable and will have a term of five years from the issuance date.
The
Inducement Letter also provided that in the event that any exercise of the Existing Warrants would otherwise cause the Holder to exceed
a beneficial ownership limitation equal to 4.99% / 9.99% of
the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable
upon such exercise (“Beneficial Ownership Limitation”), we shall only issue such number of shares of common stock to the
Holder on exercise of the Existing Warrants, that would not cause the Holder to exceed the Beneficial Ownership Limitation, with the
balance shares to be held in abeyance until notice from the Holder that the balance (or portion thereof) may be issued in compliance
with such limitations.
We
engaged Laidlaw & Company (UK) Ltd. (“Laidlaw”) as the placement agent in connection with the transactions summarized
above and we have agreed to pay Laidlaw a fee equal to 6.5% of the aggregate gross proceeds received from the holder’s exercise
of their Existing Warrants. In addition, we have also agreed to reimburse Laidlaw up to $50,000 for its accountable legal expenses in
connection with the exercise of the Existing Warrants and the issuance of the New Warrants. The closing of the transactions described
above is expected to occur on September 9, 2025 (the “Closing Date”), subject to satisfaction of customary closing conditions.
We expect to use the net proceeds from these transactions for general corporate purposes.
The
shares of our common stock underlying the Existing Warrants have been registered pursuant to an existing registration statement on Form
S-3, as amended (File No.: 333-282834) declared effective by the Securities and Exchange Commission (the “SEC”) on November
26, 2024.
Pursuant
to the Inducement Letter, we also agreed to file a registration statement on Form S-3 providing for the resale of the common stock issuable
upon the exercise of the New Warrants (the “Resale Registration Statement”), by September 29, 2025, and to use our best efforts
to have such Resale Registration Statement declared effective by the SEC as soon as practicable and to keep the Resale Registration Statement
effective at all times until no holder of the New Warrants owns any New Warrants or shares of common stock issuable on exercise of the
New Warrants.
The
forms of the New Warrants and Inducement Letter are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K
and are incorporated herein by reference. The foregoing description of the terms of the New Warrants, and Inducement Letter, is not intended
to be complete and is qualified in its entirety by reference to such exhibits. The Inducement Letter contains customary representations,
warranties and covenants by us which were made only for the purposes of such agreements and as of specific dates, were solely for the
benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
Item
3.02 Unregistered Sales of Equity Securities.
The
description of the New Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein.
The
New Warrants will be issued pursuant to the exemption from the registration requirements of the Securities Act available under Section
4(a)(2) and Regulation D issued thereunder. Neither the issuance of the New Warrants nor the common stock issuable upon exercise of the
New Warrants have been registered under the Securities Act and such securities may not be offered or sold in the United States absent
registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Neither
this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy our securities.
Item
7.01 Regulation FD Disclosure.
On
September 8, 2025, the Company issued a press release announcing the transactions described in Item 1.01 above. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
or otherwise subject to the liabilities of that section, nor shall it be deemed 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of New Warrant |
| 10.1 |
|
Form of Inducement Letter |
| 99.1 |
|
Press Release dated September 8, 2025 |
| 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: |
September
9, 2025 |
By: |
/s/
Steven A. Lisi |
| |
Name: |
Steven
A. Lisi |
| |
Title |
Chief
Executive Officer |
