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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): May 28, 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
On
May 28, 2026, Beyond Air, Inc. (the “Company”) received a decision letter from the Nasdaq Hearings Panel (the “Panel”)
granting the Company’s request for continued listing on The Nasdaq Stock Market LLC (“Nasdaq”), subject to certain
conditions. The Panel’s decision was issued following a hearing held on May 14, 2026, at which the Company presented its compliance
plan to address its non-compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
Pursuant
to the Panel’s decision, the Company must demonstrate compliance with the Bid Price Rule on or before July 31, 2026. In addition,
pursuant to Nasdaq Listing Rule 5815(d)(4)(A), the Company will be subject to a Discretionary Panel Monitor for a period of one year
from the date the Company regains compliance with the Bid Price Rule. If the Panel or Nasdaq’s Listing Qualifications Department
(the “Listing Qualifications Department”) determines that the Company fails any listing standard during the one-year monitoring
period, then the Company will not be permitted to provide a plan of compliance with respect to any deficiency that arises during the
one-year monitoring period. Rather, the Listing Qualifications Department will promptly issue a written determination to delist the Company’s
securities (the “Staff Delisting Determination”). If the Company does not request review of the Staff Delisting Determination
then the Company’s common stock will be suspended as described in the Staff Delisting Determination.
On
June 1, 2026, the Company issued a press release announcing the Panel’s decision regarding its continued listing on Nasdaq. A copy
of the press release is attached and incorporated by reference herein as Exhibit 99.1
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
| 99.1 |
|
Beyond Air, Inc. Press Release, dated June 1, 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:
June 1, 2026 |
By: |
/s/
Daniel Moorhead |
| |
Name: |
Daniel
Moorhead |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1
Beyond
Air Receives Nasdaq Hearing Panel Decision Granting Continued Listing
GARDEN
CITY, N.Y., June 1, 2026 (GLOBE NEWSWIRE) — Beyond Air, Inc. (NASDAQ: XAIR), a commercial-stage medical device and biopharmaceutical
company focused on harnessing the power of nitric oxide (NO) to improve patients’ lives, today announced that the Nasdaq Hearings
Panel (the “Panel”) has granted the Company’s request to continue its listing on The Nasdaq Stock Market, subject to
regaining compliance with the Nasdaq Stock Market LLC’s (“Nasdaq” or the “Exchange”) Listing Rule 5550(a)(2)
(the “Bid Price Rule”) by July 31, 2026. The Company is fully compliant with all other continued listing requirements.
“We
appreciate the Panel’s thoughtful review and support of our compliance plan,” said Robert Goodman, Chief Executive Officer
of Beyond Air. “This decision provides us with the time needed to complete the steps necessary to regain compliance while we remain
focused on advancing our commercial execution and progressing our next-generation portable nitric oxide platform.”
As
previously disclosed, Beyond Air’s shareholders will vote on a proposal authorizing a reverse stock split at the Company’s
special meeting of stockholders on June 18, 2026. If approved, the Company expects to implement the reverse stock split at a ratio deemed
appropriate by its Board of Directors to facilitate regaining compliance with the Nasdaq bid price requirement.
About
Beyond Air, Inc.
Beyond
Air is a commercial-stage medical device and biopharmaceutical company dedicated to harnessing the power of endogenous and exogenous
nitric oxide (NO) to improve the lives of patients suffering from respiratory illnesses, neurological disorders, and solid tumors. The
Company has received FDA approval and CE Mark for its first system, LungFit PH, for the treatment of term and near-term neonates with
hypoxic respiratory failure. For more information, visit www.beyondair.net.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements include, but are not limited to, statements regarding the Company’s ability to regain compliance
with Nasdaq’s continued listing requirements, including the bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2);
the timing, approval, implementation, and effectiveness of any reverse stock split; the Company’s ability to maintain its listing
on The Nasdaq Stock Market, the Company’s commercial growth and expectations related to the commercial growth, market adoption
of LungFit PH, expansion in the U.S. and international markets, and the Company’s long-term strategic and financial performance;
advancement and development of the Company’s next-generation portable nitric oxide platform and other product candidates; future
financing activities and capital resources. Forward-looking statements may be identified by words such as “anticipate,” “believe,”
“expect,” “intend,” “plan,” “potential,” “will,” “would,” “could,”
“may,” and similar expressions, or by the use of future tense. These statements are based on current expectations, estimates,
forecasts, and projections, as well as the beliefs and assumptions of management, and are not guarantees of future performance.
Because
forward-looking statements relate to future events, they are subject to inherent risks and uncertainties, many of which are beyond the
Company’s control, that could cause actual results to differ materially from those expressed or implied in such statements. These
risks and uncertainties include, but are not limited to, risks related to the Company’s ability to regain compliance with Nasdaq’s
continued listing requirements within the required time periods or at all; the outcome of the Company’s special meeting of stockholders
and the approval and implementation of any reverse stock split; the effectiveness of any reverse stock split in increasing or maintaining
the market price of the Company’s common stock; the Company’s ability to maintain its Nasdaq listing; the Company’s
ability to successfully execute its commercial strategy, achieve market adoption of its products, maintain and expand customer relationships,
manage leadership transitions effectively, obtain additional financing, and other risks described in the “Risk Factors” section
of Beyond Air, Inc.’s most recent Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission.
CONTACTS:
Investor
Relations contact
Corey
Davis, Ph.D.
LifeSci Advisors, LLC
cdavis@lifesciadvisors.com
(212) 915-2577
