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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 23, 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 Employment Agreement with Mr. Goodman, 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. |
Employment
Agreement with Chief Executive Officer
As
previously reported in the Current Report on Form 8-K filed by Beyond Air, Inc. (the “Company”) with the Securities and Exchange
Commission (the “SEC”) on April 1, 2026 (the “Prior 8-K”), the Board of Directors of the Company (the “Board”)
appointed Robert Goodman to serve as Chief Executive Officer of the Company, effective March 27, 2026. As disclosed in the Prior 8-K,
as of the date of the Prior 8-K the Company had not entered into an employment agreement or other compensation arrangements with Mr.
Goodman in connection with his appointment. On September 23, 2026, the Company entered into an employment agreement with Mr. Goodman,
effective as of that date (the “Employment Agreement”), under which Mr. Goodman will continue to serve as the Company’s
Chief Executive Officer, reporting to the Board. The Employment Agreement does not provide for a fixed term, and Mr. Goodman’s
employment will continue until terminated in accordance with its terms.
Under
the Employment Agreement, Mr. Goodman will receive an annual base salary of not less than $650,000, which the Board may increase from
time to time in its sole discretion. Mr. Goodman is eligible for an annual bonus for each fiscal year, as determined by the Board or
its Compensation Committee in its sole discretion based on the achievement of management objectives established by the Board or the Compensation
Committee. Mr. Goodman’s target annual bonus is 60% of his base salary and the management objectives shall be structured so that
he may earn between 0% and one 150% of the target bonus based on the level of achievement of the applicable performance objectives. Except
as otherwise provided in the Employment Agreement, Mr. Goodman must be employed on the payment date to receive an annual bonus. Mr. Goodman
is also eligible to participate in the Company’s equity incentive programs and in the insurance and other fringe benefit programs
made available to the Company’s officers and key employees, and is entitled to reimbursement of reasonable business expenses.
Pursuant
to the terms of the Employment Agreement, if the Company terminates Mr. Goodman’s employment without Cause (other than due to death
or Disability) or Mr. Goodman resigns for Good Reason (each as defined in the Employment Agreement), Mr. Goodman will be entitled to
his accrued base salary, accrued benefits and any earned but unpaid annual bonus, together with (i) continued payment of his base salary
for 12 months, with any unpaid balance accelerated upon a Change in Control (as defined in the Employment Agreement), and (ii) reimbursement
of COBRA continuation coverage premiums, subject to his timely election, for the 12-month salary continuation period. If the termination
occurs within the period beginning three months before and ending 12 months after a Change in Control, Mr. Goodman will instead receive
a lump-sum payment equal to 24 months of his base salary, and the COBRA reimbursement period will be extended to 18 months.
The
Employment Agreement contains customary confidentiality and invention assignment covenants, as well as non-competition and non-solicitation
covenants that apply during Mr. Goodman’s employment and for 12 months after the termination of his employment.
The
foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Base
Salary Increase for Daniel Moorhead
On
September 23, 2026, the Compensation Committee of the Board approved an increase in the annual base salary of Daniel Moorhead, the Company’s
Chief Financial Officer, from $325,000 to $463,000, effective September 23, 2026. Mr. Moorhead’s base salary is paid under his
employment agreement with the Company, effective December 25, 2025 (the “Moorhead Employment Agreement”), which was previously
described in, and filed as Exhibit 10.1 to, the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2025. Other
than the increase in base salary, the terms of the Moorhead Employment Agreement remain unchanged.
| Item |
9.01 Financial Statements
and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Employment Agreement by and between the Company and Robert Goodman dated September 23, 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: September
24, 2026 |
By: |
/s/
Daniel Moorhead |
| |
Name: |
Daniel
Moorhead |
| |
Title |
Chief
Financial Officer |
