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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): April 7, 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 3.01 |
Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
April 7, 2026, Beyond Air, Inc. (the “Company”) received a written notification (the “Notice”) from the staff
of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the
Company that it no longer satisfies the $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing
on Nasdaq. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing
Rule 5810(c)(3)(A) provides that a failure to meet the continued listing minimum bid price requirement exists if the deficiency continues
for a period of thirty (30) consecutive business days (collectively, the “Bid Price Rule”). Based on the closing bid price
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for the thirty (30) consecutive business
days from February 23, 2026 to April 6, 2026, the Company no longer satisfies the Bid Price Rule.
While
companies are typically afforded a 180-calendar day compliance period to comply with the Bid Price Rule, the Notice stated that, pursuant
to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A)
due to the fact that the Company effected a reverse stock split over the prior one-year period. The Company effected a 1-for-20 reverse
stock split on July 14, 2025.
The
Notice stated that the Company’s securities will be subject to delisting from Nasdaq unless the Company timely requests a hearing
before the Nasdaq Hearings Panel (the “Panel”) by April 14, 2026. Accordingly, the Company intends to timely request a hearing
before the Panel, and at which point, such timely request will automatically stay any further suspension or delisting action by Nasdaq
pending the Panel’s decision. During the appeal process with the Panel, the Common Stock will continue to be listed and trade on
Nasdaq. However, there can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company
will be able to regain compliance and thereafter maintain its listing on Nasdaq.
The
Company intends to actively monitor the bid price of its Common Stock and is considering available options to regain compliance with
the Nasdaq listing requirements, including such actions as effecting a reverse stock split to maintain its Nasdaq listing.
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 and Section 21E of the Securities Exchange Act of 1934, including statements related to the Company’s intent to request
an appeal before the Panel and ability to regain compliance with Nasdaq’s continued listing standards. The words “may,”
“will,” “could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,”
“continue,” “ongoing” and similar expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected
in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s
actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking
statements. For information about the factors that could cause such differences, please refer to the Company’s Annual Report on
Form 10-K for the year ended March 31, 2025, including the information discussed 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 various other filings with the SEC. Given these uncertainties, you should not place undue reliance on
these forward-looking statements. 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: April 10, 2026 |
By: |
/s/ Daniel Moorhead |
| |
Name: |
Daniel Moorhead |
| |
Title: |
Chief Financial Officer |
