[8-K] Beyond Air, Inc. Reports Material Event

Rhea-AI Filing Summary

Beyond Air held a Special Meeting of stockholders on June 20, 2025, where shareholders approved a significant Reverse Stock Split proposal. Out of 86,369,869 outstanding shares, 48,476,717 shares were represented at the meeting, constituting a quorum.

Key details of the approved proposal:

• Authorizes the Board to implement a reverse stock split within one year
• Split ratio range between 1-for-10 and 1-for-50
• Voting results: 41,924,612 votes in favor, 6,382,862 against, 169,243 abstentions

This strategic move gives the Board flexibility to consolidate shares, potentially improving the company's market position and stock price structure. The strong shareholder support (86.5% of votes cast in favor) demonstrates confidence in the Board's management strategy.

Positive

• None.

Negative

• Shareholders approved a significant reverse stock split ratio of between 1-for-10 and 1-for-50, indicating potential share price concerns and suggesting the stock has fallen below acceptable trading levels
• The substantial reverse split ratio range (up to 1-for-50) could signal deeper concerns about the company's market valuation and trading status

Insights

Securities Restructuring Specialist

Beyond Air shareholders approved a substantial reverse stock split (1:10 to 1:50 ratio), signaling potential share price challenges requiring significant restructuring.

Beyond Air's shareholders have authorized the board to implement a significant reverse stock split with a ratio ranging from 1-for-10 to 1-for-50, to be executed at the board's discretion within the next year. The proposal received strong support with 41.9 million votes in favor versus 6.4 million against at a special meeting specifically called for this purpose, indicating shareholder recognition of its strategic necessity.

The unusually wide range of potential split ratios (1:10 to 1:50) gives the board maximum flexibility to address share structure concerns. At the high end of this range, a shareholder with 50 shares would end up with just a single share post-split. This substantial consolidation authority suggests the company is preparing for a significant restructuring of its share capital.

While reverse splits are mathematically neutral in terms of company valuation (they don't change the company's market capitalization), they consolidate the share count while proportionally increasing the per-share price. Small shareholders may receive cash in lieu of fractional shares, which could marginally impact their ownership positions.

The board's one-year window to implement this action indicates a strategic approach rather than an emergency measure, allowing them to time the split based on evolving business conditions. However, the fact that this was the sole agenda item at a special meeting highlights its significance to the company's strategic direction.

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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): June 20, 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 5.07. Submission of Matters to a Vote of Security Holders.

On June 20, 2025, Beyond Air, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). On April 23, 2025, the record date for stockholders entitled to notice of, and to vote at, the Special Meeting, 86,369,869 shares of the Company’s common stock (“Common Stock”) were outstanding. The holders of 48,476,717 shares of Common Stock were present at the Special Meeting, either in person or represented by proxy, constituting a quorum.

The following matters were considered at the Special Meeting:

Proposal 1. Reverse Stock Split Proposal

The Company’s stockholders granted the board of directors of the Company (the “Board”) authority, in its sole discretion, prior to the one-year anniversary of the Special Meeting, to effect a reverse stock split of the outstanding shares of the Company’s Common Stock, at a reverse split ratio of between 1-for-10 and 1-for-50 as determined by the Board, whereby every 10 to 50 shares of the authorized, issued and outstanding Common Stock shall be combined into one (1) share of authorized, issued and outstanding Common Stock. The voting results were as follows:

For				Against				Abstain				Broker Non-Vote
	41,924,612				6,382,862				169,243				0

The Reverse Stock Split proposal was approved by the Company’s stockholders. The results reported above are final voting results. No other matters were considered or voted upon at the meeting, except a proposal to adjourn the Special Meeting of Stockholders to a later date, if necessary, to permit further solicitation and vote proxies in the event there were not sufficient votes in favor of the Reverse Stock Split Proposal. Based upon the voting results, the latter was not applicable.

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 25, 2025	By:	/s/ Steven A. Lisi
		Name:	Steven A. Lisi
		Title	Chief Executive Officer

FAQ

What reverse stock split ratio did XAIR stockholders approve in June 2025?

XAIR stockholders approved granting the board authority to effect a reverse stock split at a ratio between 1-for-10 and 1-for-50, to be determined by the Board. The approval is valid for one year from the Special Meeting date of June 20, 2025.

What was the voting result for XAIR's reverse stock split proposal?

The voting results showed 41,924,612 shares voted in favor, 6,382,862 against, and 169,243 abstained. There were no broker non-votes. The proposal passed with strong majority support from shareholders present at the Special Meeting.

How many XAIR shares were represented at the June 2025 Special Meeting?

Out of 86,369,869 total outstanding shares, 48,476,717 shares were present at the Special Meeting either in person or by proxy, constituting a quorum for the vote.

When does XAIR's board need to implement the reverse stock split by?

The Board has authority to implement the reverse stock split prior to the one-year anniversary of the Special Meeting, which would be June 20, 2026. The exact timing and ratio within the approved range will be determined by the Board at its discretion.

Who signed XAIR's 8-K filing for the reverse stock split approval?

The 8-K was signed by Steven A. Lisi, Chief Executive Officer of Beyond Air, Inc., on June 25, 2025.