Will Beyond Air’s reverse stock split change authorized share counts?

The filing states the reverse stock split will not change the number of authorized shares of capital stock. It only affects the number of issued and outstanding common shares by combining 20 existing shares into one after the split is effected.

Beyond Air sets 1-for-20 reverse stock split

Beyond Air, Inc. stockholders approved giving the board discretion to implement a reverse stock split within a range of 1-for-2 to 1-for-20, with no change to authorized share counts.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Beyond Air, Inc. stockholders approved giving the board discretion to implement a reverse stock split within a range of 1-for-2 to 1-for-20, with no change to authorized share counts. At the June 18, 2026 special meeting, 5,177,506 votes were cast in favor, 1,222,793 against and 87,461 abstained, from 12,692,684 shares outstanding as of the April 20, 2026 record date.

Immediately after the vote, the board approved a specific 1-for-20 reverse split ratio, combining every 20 outstanding shares of common stock into one share, to be effected after a certificate of amendment becomes effective. The company states it intends to use the split to increase its share price above $1.00 for at least ten trading days to regain compliance with Nasdaq Listing Rule 5550(a)(2) by July 31, 2026, while cautioning there is no assurance the split will be implemented as planned or achieve the desired effects.

Insights

Reverse split approved and sized at 1-for-20 to support Nasdaq bid-price compliance.

Beyond Air obtained stockholder approval for a reverse split range and the board chose the most aggressive option, a 1-for-20 ratio. This consolidates existing shares without changing authorized capital, a mechanical action aimed primarily at lifting the trading price.

The filing links the move directly to Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 bid price by July 31, 2026. While such splits often signal share price pressure, they do not alter underlying operations or cash flows. Actual impact will depend on post-split trading dynamics and whether the price remains above the threshold for the required ten trading days.

The company explicitly notes there is no assurance the reverse split will be implemented on time, at the approved ratio, or that it will achieve its intended effect. Subsequent disclosures will indicate when the certificate of amendment becomes effective and whether Nasdaq confirms ongoing listing compliance under the Bid Price Rule.

8-K Event Classification

2 items: 5.07, 8.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares outstanding record date: 12,692,684 shares Shares present at meeting: 6,487,760 shares Votes for reverse split authority: 5,177,506 votes +4 more

7 metrics

Shares outstanding record date 12,692,684 shares Common stock outstanding as of April 20, 2026 record date

Shares present at meeting 6,487,760 shares Common stock present or by proxy at June 18, 2026 special meeting

Votes for reverse split authority 5,177,506 votes Votes in favor of granting reverse split authority

Votes against reverse split authority 1,222,793 votes Votes against granting reverse split authority

Reverse split ratio 1-for-20 Board-approved ratio combining every 20 shares into one

Nasdaq minimum bid price $1.00 per share Target bid price under Nasdaq Listing Rule 5550(a)(2)

Bid Price Rule deadline July 31, 2026 Date by which compliance with Nasdaq Bid Price Rule must be demonstrated

Key Terms

reverse stock split, special meeting of stockholders, Nasdaq Listing Rule 5550(a)(2), Bid Price Rule, +1 more

5 terms

reverse stock split financial

"to effect a reverse stock split of the outstanding shares of the Company’s Common Stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

special meeting of stockholders financial

"Beyond Air, Inc. held a special meeting of stockholders (the “Special Meeting”)"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

Nasdaq Listing Rule 5550(a)(2) regulatory

"bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)"

Bid Price Rule regulatory

"to raise the per share bid price of the Common Stock above $1.00 per share for at least ten trading days and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)"

certificate of amendment regulatory

"subject to the filing and effectiveness of a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split did Beyond Air (XAIR) approve?

Beyond Air’s board approved a 1-for-20 reverse stock split, combining every 20 outstanding common shares into one. Stockholders had earlier authorized a reverse split range between 1-for-2 and 1-for-20 at the June 18, 2026 special meeting.

Why is Beyond Air (XAIR) implementing a 1-for-20 reverse split?

Beyond Air intends to use the 1-for-20 reverse split to raise its common stock bid price above $1.00 for at least ten trading days. This is aimed at regaining compliance with Nasdaq Listing Rule 5550(a)(2), the Bid Price Rule, before July 31, 2026.

Did Beyond Air (XAIR) stockholders approve the reverse split authority?

Yes. Stockholders granted the board authority to effect a reverse split between 1-for-2 and 1-for-20. The proposal received 5,177,506 votes for, 1,222,793 against and 87,461 abstentions from 12,692,684 shares outstanding on the April 20, 2026 record date.

Is Beyond Air (XAIR) guaranteed to regain Nasdaq compliance after the split?

No. Beyond Air explicitly notes it cannot assure the reverse split will be implemented at the approved 1-for-20 ratio, implemented in a timely manner, or that, if implemented, it will successfully achieve the desired Nasdaq Bid Price Rule compliance.

When must Beyond Air (XAIR) meet Nasdaq’s Bid Price Rule deadline?

The company states it must demonstrate compliance with Nasdaq Listing Rule 5550(a)(2), the Bid Price Rule, on or before July 31, 2026. The reverse stock split is intended to help raise the share price above $1.00 for at least ten trading days by that date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/22/2026 - 04:15 PM

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): June 18, 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 5.07. Submission of Matters to a Vote of Security Holders.

On June 18, 2026, Beyond Air, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). On April 20, 2026, the record date for stockholders entitled to notice of, and to vote at, the Special Meeting, 12,692,684 shares of the Company’s common stock (“Common Stock”) were outstanding. The holders of 6,487,760 shares of Common Stock were present at the Special Meeting, either in person or represented by proxy, constituting a quorum.

The following matters were considered at the Special Meeting:

Proposal 1.

Reverse Stock Split Proposal

The Company’s stockholders granted the board of directors of the Company (the “Board”) authority, in its sole discretion, prior to the one-year anniversary of the Special Meeting, to effect a reverse stock split of the outstanding shares of the Company’s Common Stock (the “Reverse Stock Split”), at a reverse split ratio of between 1-for-2 and 1-for-20 as determined by the Board, whereby every 2 to 20 shares of the issued and outstanding Common Stock shall be combined into one share of issued and outstanding Common Stock. The Reverse Stock Split will not change the number of authorized shares of our capital stock. The voting results were as follows:

For			Against			Abstain				Broker Non-Vote
5,177,506			1,222,793				87,461			0

The Reverse Stock Split proposal was approved by the Company’s stockholders. The results reported above are final voting results. No other matters were considered or voted upon at the meeting, except a proposal to adjourn the Special Meeting of Stockholders to a later date, if necessary, to permit further solicitation and vote proxies in the event there were not sufficient votes in favor of the Reverse Stock Split Proposal. Based upon the voting results, the latter was not applicable.

Item 8.01. Other Events.

On June 18, 2026, immediately following the receipt of stockholder approval at the Special Meeting, the Board approved a reverse stock split ratio of 1-for-20, whereby every 20 shares of the issued and outstanding Common Stock shall be combined into one share of issued and outstanding Common Stock (the “Approved Ratio”). The Company expects to effect the Reverse Stock Split at the Approved Ratio at such time as determined by the Company’s Board, subject to the filing and effectiveness of a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware.

The Company intends to implement the Reverse Stock Split to raise the per share bid price of the Common Stock above $1.00 per share for at least ten trading days and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). As previously disclosed, the Company must demonstrate compliance with the Bid Price Rule on or before July 31, 2026. The Company cannot provide assurance that the Reverse Stock Split will be implemented at the Approved Ratio, implemented in a timely manner or at all, or that if implemented, that it will achieve the desired effects.

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: June 22, 2026	By:	/s/ Daniel Moorhead
	Name:	Daniel Moorhead
	Title	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Beyond Air sets 1-for-20 reverse stock split

Rhea-AI Filing Summary