Beyond Air (NASDAQ: XAIR) prices $10.2M private placement with warrant upside
Rhea-AI Filing Summary
Beyond Air, Inc. entered into a private placement with institutional investors and insiders to raise approximately $10.2 million in upfront gross proceeds. The company will issue 167,011 common shares and pre-funded warrants for up to 1,638,835 shares, each paired with Series A and Series B common stock warrants.
The warrants cover up to 1,805,846 shares each for Series A and Series B at a $5.51 exercise price, contributing to potential aggregate proceeds of up to $30.1 million if fully exercised for cash. Pre-funded warrants are exercisable at $0.0001, subject to 19.99% ownership caps; other warrants have 9.99% caps, with expirations tied to FDA action on LungFit PH II or five years after issuance. Net proceeds are intended for working capital and general corporate purposes, and the company agreed to resale registration and temporary limitations on new equity issuances.
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Pre-Funded Warrants financial
Series A Warrants financial
Series B Warrants financial
registration rights agreement regulatory
Variable Rate Transaction financial
premarket approval supplement medical
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 1.01 Entry Into a Material Definitive Agreement.
On July 29, 2026, Beyond Air, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors and certain directors and executive officers of the Company (collectively, the “Investors”). Pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Investors, severally and not jointly, in a private placement (the “Private Placement”) (i) an aggregate of 167,011 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants to purchase up to an aggregate of 1,638,835 shares of Common Stock (the “Pre-Funded Warrants”), (iii) Series A common stock purchase warrants to purchase up to an aggregate of 1,805,846 shares of Common Stock (the “Series A Warrants”) and (iv) Series B common stock purchase warrants to purchase up to an aggregate of 1,805,846 shares of Common Stock (the “Series B Warrants” and, together with the Series A Warrants, the “Common Warrants”). The Pre-Funded Warrants and the Common Warrants are referred to collectively herein as the “Warrants.”
Each Share, and each Pre-Funded Warrant issued in lieu of Shares, was sold together with one Series A Warrant and one Series B Warrant. The combined purchase price for each Share and the accompanying Common Warrants is $5.66 for the participating institutional investors and $5.76 for the participating directors and executive officers. The combined purchase price for each Pre-Funded Warrant and the accompanying Common Warrants is $5.6599, which equals the $5.66 institutional investor purchase price less the $0.0001 per share exercise price of the Pre-Funded Warrants. The combined purchase price per Share (or Pre-Funded Warrant in lieu thereof) and accompanying Common Warrants was priced at-the-market under the rules of The Nasdaq Stock Market LLC.
The Private Placement is expected to result in aggregate gross proceeds to the Company of approximately $10.2 million at the closing, before deducting placement agent fees and other offering expenses payable by the Company. There can be no assurance that any Common Warrants will be exercised or, if exercised, that they will be exercised for cash. The Company currently intends to use the net proceeds of the Private Placement for working capital and general corporate purposes. Under the Purchase Agreement, the closing of the Private Placement (the “Closing” and the date on which it occurs, the “Closing Date”) is to occur no earlier than the first business day, and no later than the second business day, following the date of the Purchase Agreement, subject to the satisfaction or waiver of customary closing conditions. The Closing is expected to occur on or about July 31, 2026.
The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately upon issuance and will expire when exercised in full. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%. The Series A Warrants and the Series B Warrants each have an exercise price of $5.51 per share and are exercisable immediately upon issuance. The Common Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation; not to exceed 9.99%. The Series A Warrants will expire on the earlier of (i) the first anniversary of their issuance or (ii) the date that is 45 days following approval by the U.S. Food and Drug Administration of the Company’s pending premarket approval supplement for LungFit PH II, subject to the provisions of the Series A Warrants addressing the availability of an effective registration statement and a current prospectus covering the resale of the shares of Common Stock issuable upon exercise of the Series A Warrants. The Series B Warrants will expire five years following their issuance.
Certain of the Company’s directors and executive officers, including Robert Goodman, the Company’s Chief Executive Officer, and Daniel Moorhead, the Company’s Chief Financial Officer, are participating in the Private Placement on the same terms as the participating institutional investors, except that the combined purchase price per Share and accompanying Common Warrants for such participants is $5.76 as described above, and such participants are not purchasing Pre-Funded Warrants. The participation of the Company’s directors and executive officers in the Private Placement was reviewed and approved by the Audit Committee of the Company’s Board of Directors in accordance with the Company’s related person transaction policy.
The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. In addition, in the event of certain fundamental transactions, as described in the Warrants, including a merger, sale of substantially all assets, tender offer or exchange offer, or reclassification of the Common Stock, a holder of Warrants will be entitled to receive, upon exercise of the Warrants, the same amount and kind of securities, cash or property that such holder would have been entitled to receive had such holder exercised the Warrants immediately prior to such fundamental transaction.
In connection with the Private Placement, the Company entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file with the Securities and Exchange Commission (the “SEC”), no later than 15 days following the closing (the “Filing Deadline”), a resale registration statement (the “Registration Statement”) covering the resale of all of the Registrable Securities, which shall consist of the Shares and the shares of Common Stock issuable upon exercise of the Warrants (without giving effect to any limitation on exercise). The Company agreed to use its reasonable best efforts to cause the Registration Statement to be declared effective at the earliest possible date and in any event no later than (i) the 45th calendar day following the filing date if the Registration Statement is not reviewed by the SEC or (ii) the 75th calendar day following the filing date if the Registration Statement is reviewed by the SEC (the applicable date, the “Effectiveness Deadline”). The Company also agreed to use reasonable best efforts to keep the Registration Statement continuously effective, as applicable.
Under the Purchase Agreement, from the date of the Purchase Agreement until 60 days after the business day immediately following the effective date of the Registration Statement, the Company may not, subject to certain exceptions, (i) issue shares of Common Stock or Common Stock equivalents or (ii) file with the SEC a registration statement relating to shares of Common Stock or Common Stock equivalents, in each case other than pursuant to the Registration Rights Agreement. These restrictions are subject to customary exceptions.
In addition, from the date of the Purchase Agreement until 180 days following the effective date of the Registration Statement, the Company may not effect, or enter into an agreement to effect, an issuance of Common Stock or Common Stock equivalents involving a “Variable Rate Transaction,” as defined in the Purchase Agreement, which includes issuances at prices that vary with or reset by reference to the trading price of the Common Stock and transactions under equity lines of credit and at-the-market facilities. Beginning 60 days after such effective date, however, the entry into, and the issuance of shares of Common Stock under, an at-the-market offering with Cantor Fitzgerald & Co. (“Cantor”) will not be deemed a Variable Rate Transaction. Any Investor is entitled to seek injunctive relief to preclude a prohibited issuance.
Cantor acted as lead placement agent for the Private Placement, and Citizens JMP Securities, LLC (“Citizens”) and Lake Street Capital Markets, LLC (“Lake Street” and, together with Cantor and Citizens, the “Placement Agents”) acted as placement agents for the Private Placement. The Placement Agents acted solely as placement agents and did not purchase or sell any of the securities offered in the Private Placement.
On Closing and pursuant to engagement letters with the Placement Agents, the Company is obligated to pay an aggregate cash fee equal to 7.0% of the portion of the gross proceeds from the Private Placement. Based on the gross proceeds expected to be received at the Closing, the Company expects to pay the Placement Agents an aggregate cash fee of approximately $0.7 million at Closing. For purposes of these arrangements, gross proceeds include the gross proceeds received at the Closing, any additional gross proceeds received upon exercise of the Pre-Funded Warrants, and any additional gross proceeds received upon exercise of the Series A Warrants, but no placement agent fee is payable upon exercise of the Series B Warrants. The Company has also agreed to reimburse Cantor for reasonable and documented out-of-pocket expenses, including fees and disbursements of its counsel, in an aggregate amount not to exceed $100,000.
The Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants have not been registered under the Securities Act or applicable state securities laws and are being offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Neither the Company nor any person acting on its behalf engaged in any general solicitation or general advertising in connection with the Private Placement. The securities issued in the Private Placement will be subject to customary restrictions on transfer.
The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, the Pre-Funded Warrants, the Series A Warrants, and the Series B Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and instruments, copies or forms of which are filed as Exhibits 10.1, 10.2, 4.1, 4.2, and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The representations, warranties and covenants contained in the agreements described above were made only for purposes of those agreements and as of specified dates, were solely for the benefit of the parties thereto, and may be subject to limitations, qualifications and exceptions agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties rather than establishing matters as facts. Investors should not rely on the representations, warranties or covenants, or any description thereof, as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Private Placement is incorporated by reference into this Item 3.02.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
Item 8.01 Other Events
On July 30, 2026, the Company issued a press release announcing the Private Placement described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Pre-funded Warrant | |
| 4.2 | Form of Series A Common Stock Purchase Warrant | |
| 4.3 | Form of Series B Common Stock Purchase Warrant | |
| 10.1+ | Form of Securities Purchase Agreement | |
| 10.2+ | Form of Registration Rights Agreement | |
| 99.1 | Press Release of Beyond Air, Inc., dated as of July 30, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
+ Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request.
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: July 31, 2026 | By: | /s/ Daniel Moorhead |
| Name: | Daniel Moorhead | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Beyond Air® Announces Up to $30.1 Million Private Placement Offering Priced At-the-Market Under Nasdaq Rules
Beyond Air™
$10.2 million upfront with up to $10.0 million of short-term warrants, accelerated upon FDA clearance; financing also includes an additional $10.0 million in long-term warrants
GARDEN CITY, N.Y., July 30, 2026 (GLOBE NEWSWIRE) — Beyond Air, Inc. (NASDAQ: XAIR) (“Beyond Air” or the “Company”), a commercial-stage medical device and biopharmaceutical company focused on harnessing the power of nitric oxide (NO) to improve patients’ lives, today announced that it has entered into a securities purchase agreement for the purchase and sale of (i) an aggregate of 167,011 shares of the Company’s common stock and accompanying warrants at a combined purchase price of $5.66 per share to certain institutional investors (“Purchase Price”) and a combined purchase price of $5.76 per share to certain of the Company’s directors and officers, and (ii) in lieu of shares of common stock to certain investors, pre-funded warrants to purchase up to 1,638,835 shares of the Company’s common stock and accompanying warrants at a combined purchase price of $5.6599, representing the Purchase Price less the $0.0001 exercise price of each pre-funded warrant. The financing is being led by certain institutional healthcare investors, with additional participation from certain of the Company’s directors and executive officers, including Chief Executive Officer Robert Goodman and Chief Financial Officer Dan Moorhead.
“The financing announced today provides us with the capital and financial flexibility to execute the planned commercial launch of our second-generation LungFit PH, pending regulatory approval,” stated Robert Goodman, Chief Executive Officer of Beyond Air.
Each share of common stock (or pre-funded warrant in lieu thereof) is being sold together with (i) a Series A common stock purchase warrant (the “Series A warrant”) to purchase up to 1,805,846 shares of the Company’s common stock and (ii) a Series B common stock purchase warrant (the “Series B warrant”) to purchase up to 1,805,846 shares of Company’s common stock. The Series A and Series B warrants will each have an exercise price of $5.51 per share. The Series A warrants will expire on the earlier of (i) the first anniversary of their issuance or (ii) the date that is 45 days following approval by the U.S. FDA of the Company’s pending premarket approval for the LungFit II, subject to the terms of the Series A warrants relating to the availability of an effective registration statement covering the resale of the shares issuable upon exercise thereof. The Series B warrants will expire five years following the date of issuance.
The private placement is expected to result in aggregate gross proceeds to the Company of up to $30.1 million, before deducting placement agent fees and other offering expenses payable by the Company, assuming all Series A warrants and all Series B warrants are exercised for cash, of which there can be no guarantee. The closing is expected to occur on or about July 31, 2026, subject to the satisfaction of customary closing conditions. The Company currently intends to use the net proceeds from the private placement for working capital and general corporate purposes.
Under an agreement with the investors, the Company is required to file an initial registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock and shares of common stock underlying the pre-funded warrants, the Series A warrants and the Series B warrants, within 15 calendar days following the closing of the offering and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 75 days after the filing date in the event of a “full review” by the Securities and Exchange Commission.
Cantor is acting as lead placement agent in connection with the private placement. Citizens Capital Markets and Lake Street are acting as placement agents in connection with the private placement.
The securities described above are being offered and sold in a private placement and pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sales of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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.
About LungFit *
Beyond Air’s LungFit is a cylinder-free, phasic flow generator and delivery system designated as a medical device by the U.S. Food and Drug Administration (FDA). The ventilator-compatible version of the device can generate NO from ambient air on demand for delivery to the lungs at concentrations ranging from 1 ppm to 80 ppm. The LungFit system could potentially replace large, high-pressure NO cylinders, providing significant advantages in the hospital setting, including greatly reducing inventory and storage requirements, improving overall safety by eliminating NO2 purging steps, and offering other operational benefits.
LungFit can also deliver NO at concentrations at or above 80 ppm for potentially treating severe acute lung infections in the hospital setting (e.g., COVID-19, bronchiolitis) and chronic, refractory lung infections in the home setting (e.g., NTM). With the elimination of cylinders, Beyond Air intends to offer NO treatment in the home setting.
*Beyond Air’s LungFit PH is approved for commercial use in the United States, European Union, and many other countries around the world. Beyond Air’s other LungFit systems are not approved for commercial use and are for investigational use only. Beyond Air is not suggesting NO use over 80 ppm or use at home.
About Nitric Oxide
Nitric Oxide (NO) is a potent molecule, naturally synthesized in the human body, proven to play a critical role in a broad array of biological functions. In the airways, NO targets the vascular smooth muscle cells that surround the small resistance arteries in the lungs. Currently, exogenous inhaled NO is used in adult respiratory distress syndrome, post certain cardiac surgeries and persistent pulmonary hypertension of the newborn to treat hypoxemia. Additionally, NO is believed to play a key role in the innate immune system and in vitro studies suggest that NO possesses anti-microbial activity not only against common bacteria, including both gram-positive and gram-negative, but also against other diverse pathogens.
Forward Looking Statements
This press release contains “forward-looking statements” (as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended). You can identify such forward-looking statements by the words “appears,” “expects,” “plans,” “anticipates,” “believes” “expects,” “intends,” “looks,” “projects,” “goal,” “assumes,” “targets” and similar expressions and/or the use of future tense or conditional constructions (such as “will,” “may,” “could,” “should” and the like) and by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Forward-looking statements in this press release include, without limitation, statements concerning the timing, size and expectation of the closing of the private placement, the satisfaction of customary closing conditions related to the private placement, and the anticipated use of proceeds therefrom; the timing, receipt, scope and terms of any FDA approval of the Company’s pending PMA supplement for LungFit PH II; the potential accelerated expiration of the Series A warrants following any such approval; the timing and effectiveness of a registration statement covering the resale of the shares issuable upon exercise of the warrants; the exercise of the warrants, including whether any warrants will be exercised for cash; and the amount and timing of any proceeds the Company may receive from such exercises. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from any future results expressed or implied by the forward-looking statements. These forward-looking statements are only predictions and reflect views as of the date they are made with respect to future events and financial performance. Many factors could cause actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including risks and uncertainties related to the completion of the offering; the ability to raise additional capital; the timing of the FDA’s review of the pending PMA supplement for LungFit PH II; the possibility that the FDA may delay, limit or not grant approval of the PMA supplement, or may impose conditions or limitations on any approval; the timing of any FDA approval and the resulting commencement and duration of the accelerated exercise period applicable to the Series A warrants; the timing and results of future pre-clinical studies and clinical trials; the potential that regulatory authorities, including the FDA and comparable non-U.S. regulatory authorities, may not grant or may delay approval for our product candidates; the approach to discover and develop novel drugs, which is unproven and may never lead to efficacious or marketable products; the ability to fund and the results of further pre-clinical studies and clinical trials of our product candidates; obtaining, maintaining and protecting intellectual property utilized by products; obtaining regulatory approval for products; competition from others using similar technology and others developing products for similar uses; dependence on collaborators; and other risks, which may, in part, be identified and described in the “Risk Factors” section of Beyond Air’s most recent Annual Report on Form 10-K and other of its filings with the Securities and Exchange Commission, all of which are available on Beyond Air’s website. Beyond Air undertakes no obligation to update or revise these forward-looking statements, except as required by applicable law.
CONTACTS:
Investor Relations contacts
Corey Davis, Ph.D.
LifeSci Advisors, LLC
Cdavis@lifesciadvisors.com
(212) 915-2577