Beyond Air (NASDAQ: XAIR) plans sale of NeuroNOS interest to XTL stake

Rhea-AI Filing Summary

Beyond Air, Inc. reported that XTL Biopharmaceuticals Ltd. has signed a binding letter of intent to acquire Beyond Air’s 85% ownership interest in NeuroNOS Ltd., a biotechnology company developing disease‑modifying therapeutics for Autism Spectrum Disorder and neuro‑oncology. Under the proposed terms, Beyond Air would receive 19.9% of XTL’s issued share capital, $1 million in cash, and milestone-based contingent payments of up to $31.5 million.

The companies are working to finalize definitive agreements for the transaction, which are expected to be filed in a future current report or in Beyond Air’s Annual Report on Form 10‑K. The disclosure emphasizes that these statements are forward‑looking and may differ from actual results.

Insights

Healthcare M&A analyst

Beyond Air outlines a proposed divestiture of its NeuroNOS stake for equity, cash, and milestones.

Beyond Air describes a binding letter of intent under which XTL Biopharmaceuticals would acquire its 85% interest in NeuroNOS Ltd.. In return, Beyond Air would receive 19.9% of XTL’s issued share capital, immediate cash of $1 million, and potential milestone payments totaling up to $31.5 million. NeuroNOS is focused on disease-modifying therapeutics for Autism Spectrum Disorder and neuro-oncology, so this transaction would shift Beyond Air’s exposure to those programs into an equity and milestone structure.

The information states that the parties are in the process of entering into definitive agreements, meaning terms could still evolve and closing is not guaranteed. The forward-looking statement language underscores that actual outcomes may differ from current expectations. Subsequent disclosures in current or annual reports are expected to provide more detail once definitive agreements are executed.

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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): December 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 8.01 Other Events

On January 13, 2026, Beyond Air, Inc. (“Beyond Air” or the “Company”) issued a press release announcing that XTL Biopharmaceuticals Ltd. (“XTL”) (NASDAQ: XTLB) had entered into a binding letter of intent to acquire the Company’s 85% ownership interest in NeuroNOS Ltd., a biotechnology company pioneering disease-modifying therapeutics targeting the core pathophysiology of Autism Spectrum Disorder (ASD) and neuro-oncology. Per the terms of the letter of intent, XTL will acquire 85% of NeuroNOS for consideration to Beyond Air including 19.9% of XTL’s issued share capital, $1 million in cash, and milestone-based contingent payments totaling up to $31.5 million.

A copy of the press release is filed herewith as Exhibit 99.1.

The Company and XTL are in the process of entering into the definitive agreements, which will be filed by the Company in a Current Report on Form 8-K or its Annual Report on Form 10-K, once available.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction, anticipated definitive agreements, and other arrangements that could cause actual results to differ materially from those expressed or implied. The Company undertakes no obligation to update these forward-looking statements except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated January 13, 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 14, 2026	By:	/s/ Steven A. Lisi
	Name:	Steven A. Lisi
	Title	Chief Executive Officer

FAQ

What transaction involving NeuroNOS did Beyond Air (XAIR) disclose?

Beyond Air disclosed that XTL Biopharmaceuticals signed a binding letter of intent to acquire Beyond Air’s 85% ownership interest in NeuroNOS Ltd., a biotechnology company focused on Autism Spectrum Disorder and neuro-oncology.

What consideration will Beyond Air receive in the proposed NeuroNOS transaction?

Under the letter of intent, Beyond Air would receive 19.9% of XTL’s issued share capital, $1 million in cash, and milestone-based contingent payments totaling up to $31.5 million.

Is the sale of Beyond Air’s stake in NeuroNOS to XTL finalized?

No. Beyond Air states that it and XTL are in the process of entering into definitive agreements, which will be filed in a future current report or in its Annual Report on Form 10‑K.

How is NeuroNOS described in Beyond Air’s 8-K filing?

NeuroNOS Ltd. is described as a biotechnology company developing disease-modifying therapeutics targeting the core pathophysiology of Autism Spectrum Disorder (ASD) and neuro-oncology.

What forward-looking statement caution does Beyond Air provide about this transaction?

Beyond Air notes that statements about the proposed transaction, anticipated definitive agreements, and related arrangements are forward-looking statements that may differ materially from actual results, and that it undertakes no obligation to update them except as required by law.

Where can investors find more details about Beyond Air’s proposed NeuroNOS deal with XTL?

Beyond Air indicates that the definitive agreements, once completed, will be filed in a future current report or in its Annual Report on Form 10‑K, and it has also furnished a related press release as Exhibit 99.1.