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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 13, 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. ☐
On
April 10, 2026, Beyond Air, Inc. (the “Company”) disclosed in a Current Report on Form 8-K that it had received written notice
from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that the Company was not in compliance with Nasdaq’s $1.00 bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)
for continued listing and that, absent a timely request for a hearing, the Company’s common stock would be subject to delisting
from Nasdaq. The Company has, on April 13, 2026, timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”)
to appeal the Staff’s determination.
As
a result of the timely hearing request, any suspension or delisting action with respect to the Company’s common stock is stayed
pending the issuance of a written decision by the Panel following the hearing process. Accordingly, the Company’s common stock
is expected to continue to be listed on Nasdaq pending the outcome of the hearing. The hearing has been scheduled for May 14, 2026. 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 with applicable Nasdaq listing requirements within any compliance period that may be granted by the Panel.
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 appeal to the Nasdaq Hearings Panel and the Company’s ability to regain compliance
with Nasdaq’s continued listing requirements. 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 outcome of the hearing process and the Company’s ability to regain compliance with applicable Nasdaq continued
listing standards. 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, 2025, 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 other filings 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: April
15, 2026 |
By: |
/s/
Daniel Moorhead |
| |
Name: |
Daniel Moorhead |
| |
Title: |
Chief
Financial Officer |
