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  4. [8-K] Beyond Air, Inc. Reports Material Event

Beyond Air (NASDAQ: XAIR) regains compliance, faces 1-year Nasdaq monitor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Beyond Air, Inc. reports that it has regained compliance with Nasdaq’s minimum bid price requirement after implementing a 1-for-20 reverse stock split of its common stock on July 13, 2026.

Nasdaq confirmed compliance in an August 6, 2026 letter, based on the company’s common stock maintaining a closing bid of at least $1.00 per share for 17 consecutive trading days from July 13 through August 4, 2026. This also satisfies conditions previously set by a Nasdaq Hearings Panel for continued listing on The Nasdaq Capital Market.

The Panel imposed a Discretionary Panel Monitor for one year from the compliance letter. During this monitor period, any failure to meet a Nasdaq continued listing requirement will result in an immediate delisting determination, without the opportunity to submit a compliance plan or obtain additional time from Nasdaq staff; any appeal would go directly to the Hearings Panel.

Positive

  • Regains Nasdaq compliance with the minimum bid price rule, preserving its Nasdaq Capital Market listing after a 1-for-20 reverse split and 17 consecutive trading days at or above $1.00 per share.

Negative

  • One-year Discretionary Panel Monitor increases listing risk, as any new deficiency triggers an immediate delisting determination with no staff-granted cure period or compliance plan process.

Filing Explained

On July 13, 2026, Beyond Air completed a 1-for-20 reverse stock split, consolidating the common stock into fewer shares and proportionally raising the per-share price; the split itself does not change company value.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Reverse Stock Split Ratio 1-for-20 Reverse split of common stock effected on July 13, 2026
Minimum Bid Price Threshold $1.00 per share Required closing bid under Nasdaq Listing Rule 5550(a)(2)
Compliance Trading Period 17 trading days Closing bid at or above $1.00 from July 13 through August 4, 2026
Monitor Period Duration 1 year Discretionary Panel Monitor starting from the August 6, 2026 compliance letter
Bid Price Compliance Deadline July 31, 2026 Date by which the company had to demonstrate compliance to the Nasdaq Hearings Panel
Non-compliance Notice Date April 7, 2026 Date Nasdaq staff notified the company of bid price deficiency
Bid Price Rule regulatory
"not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)"
Nasdaq Listing Rule 5550(a)(2) regulatory
"minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)"
Discretionary Panel Monitor regulatory
"the Panel had determined to impose a Discretionary Panel Monitor for a period of one year"
A discretionary panel monitor is a compliance mechanism—either a small oversight group or a software tool—that reviews and checks trades made at a manager’s discretion to ensure they follow investment rules, risk limits and client instructions. For investors it matters because this watchdog helps prevent unauthorized or risky decisions, reduces the chance of loss or regulatory penalties, and protects trust much like a referee or speed governor keeps a game or machine within safe limits.
continued listing requirement regulatory
"fail to maintain compliance with any continued listing requirement during the Monitor Period"
Rules a stock exchange sets that a publicly traded company must follow to keep its shares listed, such as minimum share price, market value, shareholder equity, and timely financial reporting. These rules matter to investors because failing them can lead to removal from the exchange, which can make shares harder to buy or sell and often lowers their value — like a club with membership requirements where losing eligibility restricts access and signals trouble.
delisting determination regulatory
"the Staff will issue a delisting determination and the Company will promptly schedule a new hearing"
A delisting determination is a formal decision by a stock exchange or regulator to remove a company’s shares from the official trading list, usually after the company fails to meet rules such as filing reports, maintaining a minimum share price, or staying solvent. It matters to investors because removal reduces or eliminates easy ways to buy or sell the shares, can sharply lower their value, and forces holders to trade in smaller, riskier markets — like having to sell a car at a neighborhood garage sale instead of a busy dealership.

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

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FAQ

What did Beyond Air, Inc. (XAIR) disclose about its Nasdaq listing status?
Beyond Air disclosed that it has regained compliance with Nasdaq’s minimum bid price requirement, preserving its Nasdaq Capital Market listing, after a 1-for-20 reverse stock split and 17 consecutive trading days with a closing bid at or above $1.00 per share.

How did Beyond Air (XAIR) regain compliance with Nasdaq’s Bid Price Rule?
Beyond Air effected a 1-for-20 reverse stock split of its common stock on July 13, 2026. Nasdaq then confirmed compliance after the stock maintained a closing bid of at least $1.00 per share for 17 consecutive trading days from July 13 through August 4, 2026.

What is the Discretionary Panel Monitor affecting Beyond Air (XAIR)?
Nasdaq’s Hearings Panel imposed a Discretionary Panel Monitor for one year from August 6, 2026. During this period, any failure to meet a Nasdaq continued listing requirement leads to an automatic delisting determination, with no option to submit a compliance plan to staff.

What happens if Beyond Air (XAIR) breaches a Nasdaq requirement during the monitor period?
If Beyond Air fails any Nasdaq continued listing requirement during the one-year monitor, Nasdaq staff will issue a delisting determination. The company must then promptly request a new hearing before the Nasdaq Hearings Panel, which will consider its compliance history.

What key dates did Beyond Air (XAIR) outline in its Nasdaq compliance process?
Beyond Air received a bid price deficiency notice on April 7, 2026, a favorable Hearings Panel decision on May 28, 2026, effected a 1-for-20 reverse split on July 13, 2026, had a compliance deadline of July 31, 2026, and obtained Nasdaq’s compliance letter on August 6, 2026.
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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): August 6, 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 8.01 Other Events.

 

As previously disclosed, on April 7, 2026, Beyond Air, Inc. (the “Company”) received a notice from the Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). On May 28, 2026, the Company received a decision from the Nasdaq Hearings Panel (the “Panel”) granting the Company’s request for continued listing on The Nasdaq Capital Market, subject to the condition that the Company demonstrate compliance with the Bid Price Rule on or before July 31, 2026.

 

On July 13, 2026, the Company effected a 1-for-20 reverse stock split of its common stock, which was intended to bring the Company into compliance with the Bid Price Rule. On August 6, 2026, the Company received a letter from Nasdaq confirming that the Company had regained compliance with the Bid Price Rule and had satisfied the terms of the Panel’s decision (the “Compliance Letter”). Nasdaq’s determination was based on the closing bid price of the Company’s common stock having been at or above $1.00 per share for 17 consecutive trading days from July 13, 2026 through August 4, 2026.

 

The Compliance Letter also advised that, pursuant to Nasdaq Listing Rule 5815(d)(4)(A), the Panel had determined to impose a Discretionary Panel Monitor for a period of one year from the date of the Compliance Letter (the “Monitor Period”). Should the Company fail to maintain compliance with any continued listing requirement during the Monitor Period, the Staff will issue a delisting determination and the Company will promptly schedule a new hearing before the initial Panel or a newly convened Hearings Panel. The hearing may be oral or written, at the Company’s election. Notwithstanding Nasdaq Listing Rule 5810(c)(2), during the Monitor Period, the Company will not be permitted to submit a plan of compliance to the Staff with respect to any deficiency that arises, and the Staff will not be permitted to grant the Company additional time to regain compliance with respect to any such deficiency. The Panel will consider the Company’s compliance history when rendering its decision.

 

Forward Looking Statements:

 

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, statements regarding the Company’s ability to maintain compliance with Nasdaq’s continued listing requirements during the Discretionary Panel Monitor period and to maintain the listing of its common stock on Nasdaq. Words such as “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such forward-looking statements. These risks and uncertainties include, without limitation, the possibility that the Company may fail to maintain compliance with the Bid Price Rule or another applicable Nasdaq continued listing requirement during the Discretionary Panel Monitor period, the limitations on the Company’s ability to cure any deficiency arising during that period, the issuance of a delisting determination by Nasdaq’s Listing Qualifications Staff and the outcome of any subsequent hearing before the Nasdaq Hearings Panel.

 

For additional information regarding factors that could cause actual results to differ materially, please refer to the Company’s Annual Report on Form 10-K for the year ended March 31, 2026, including under the captions “Item 1. Business,” “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the Company’s subsequent periodic and current reports filed with the Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company assumes no obligation to update any forward-looking statement. The Company undertakes no obligation to update any forward-looking statement in this report, except as required by law.

 

 

 

 

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: August 6, 2026 By: /s/ Daniel Moorhead
  Name: Daniel Moorhead
  Title: Chief Financial Officer

 

 

Source: View Original Filing on SEC EDGAR

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