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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): January 14, 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.
On
January 14, 2026, Beyond Air, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with an institutional investor. Pursuant to the Purchase Agreement, the Company agreed to sell to the investor, and the investor agreed
to purchase from the Company, in a private placement offering, an aggregate of (i) 524,990 shares (the “Shares”) of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $1.272 per Share, (ii) pre-funded
warrants to purchase up to 3,405,828 shares of Common Stock (the “Pre-funded Warrants”) at a purchase price of $1.2719 per
Pre-funded Warrant and (iii) warrants to purchase up to 3,930,818 shares of Common Stock (the “Common Warrants”, and together
with the Pre-funded Warrants the “Warrants”), for aggregate gross proceeds under the Purchase Agreement of $5,000,000. Each
Share and each Pre-funded Warrant was sold with an accompanying Common Warrant to purchase one share of Common Stock. The Pre-funded
Warrants have an exercise price of $0.0001 per share, and the Common Warrants have an exercise price of $1.147 per share. The offering
closed on January 16, 2026 (the “Closing Date”), on satisfaction of customary closing conditions.
The
Pre-funded Warrants are exercisable immediately upon issuance and shall expire when exercised in full. The Common Warrants are exercisable
immediately upon issuance and expire on January 16, 2031, if not fully exercised. The Common Warrants are exercisable on a cashless basis
in the event that, at the time of exercise, there is not an effective registration statement for the resale of the shares underlying
the Common Warrants. The respective Pre-funded Warrants or Common Warrants may not be exercised to the extent such exercise would cause
the holder to beneficially own more than 4.99% of the Company’s issued and outstanding Common Stock. The exercise price of the
Warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations,
reclassifications or similar events and also upon any distributions of assets, including cash, stock or other property to our stockholders.
Pursuant
to the Purchase Agreement, for a period commencing upon the signing of the Purchase Agreement, until 90 days after the effective date
of the Registration Statement, neither the Company nor any of its subsidiaries shall (i) issue, enter into any agreement to issue or
announce the issuance or proposed issuance of any Common Stock or common stock equivalents, or (ii) file any registration statement or
any amendment or supplement thereto. The restrictions are subject to certain exceptions as described in the Purchase Agreement. Further,
for a period of six months following the closing date, Company is also prohibited from effecting or entering into an agreement to effect
any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof)
involving a Variable Rate Transaction, as defined in the Purchase Agreement.
In
connection with the Purchase Agreement, on January 14, 2026, the Company also entered into a registration rights agreement (the “Registration
Rights Agreement”) with the investor. Pursuant to the Registration Rights Agreement, the Company will be required to file a resale
registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
to register for resale of the Shares and the shares of common stock underlying the Warrants. The Company agreed to file the Registration
Statement by February 4, 2026, and to have such Registration Statement declared effective within 60 days after January 14, 2026, or 90
days after January 14, 2026 in the event of a “full review” by the SEC. The Company will be obligated to pay liquidated damages
to the investors if the Company fails to file the Registration Statement when required or fails to cause the Registration Statement to
be declared effective by the SEC when required.
The
Shares, Pre-funded Warrants and Common Warrants (and the shares of Common Stock underlying the Warrants) were not registered under the
Securities Act of 1933, as amended (the “Securities Act”), and were offered pursuant to an exemption from the registration
requirements of the Securities Act provided under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under
the Securities Act.
On
January 14, 2026, in connection with the private placement offering, the Company entered into a Placement Agency Agreement with Rodman
& Renshaw LLC. The Company will pay the placement agent an aggregate cash fee equal to 7.0% of the gross proceeds of the private
placement offering and agreed to reimburse the placement agents for all reasonable out-of-pocket expenses, not exceeding $50,000 in aggregate.
The
foregoing descriptions of the Purchase Agreement, Pre-funded Warrants, Common Warrants, Registration Rights Agreement and the Placement
Agency Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to the full text of such
documents which are attached as exhibits to this Form 8-K, and are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.
Item
8.01 Other Events
On
January 14, 2026, the Company issued a press release to announce the private placement offering described above in Item 1.01. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Pre-funded Warrant |
| 4.2 |
|
Form of Common Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Registration Rights Agreement |
| 10.3 |
|
Form of Placement Agency Agreement |
| 99.1 |
|
Press Release from Beyond Air, Inc., dated as of January 14, 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:
January 20, 2026 |
By: |
/s/
Steven A. Lisi |
| |
Name:
|
Steven
A. Lisi |
| |
Title: |
Chief
Executive Officer |
