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Beyond Air (XAIR) cuts COO stock option strike to $1.95

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Beyond Air, Inc. (XAIR) filed a Form 4 reporting that its Chief Operating Officer had existing stock options repriced. On November 4, 2025, the Board of Directors approved an option repricing, effective the same day, reducing the exercise price of several option grants to $1.95 per share, which was the closing price of Beyond Air’s common stock on November 3, 2025. All other terms of the options, including the number of shares and expiration details, remain unchanged.

The options were granted under the company’s Amended and Restated 2013 Equity Incentive Plan. They become exercisable based on the vesting schedule in the original award agreements, which continue to require the reporting person’s ongoing service with the company on each vesting date.

Positive

  • None.

Negative

  • None.
Insider Gaul Michael A.
Role Chief Operating Officer
Type Security Shares Price Value
Disposition Stock Options (Right to buy) 17,500 $0.00 --
Grant/Award Stock Options (Right to buy) 17,500 $0.00 --
Disposition Stock Options (Right to buy) 8,500 $0.00 --
Grant/Award Stock Options (Right to buy) 8,500 $0.00 --
Disposition Stock Options (Right to buy) 3,500 $0.00 --
Grant/Award Stock Options (Right to buy) 3,500 $0.00 --
Disposition Stock Options (Right to buy) 1,250 $0.00 --
Grant/Award Stock Options (Right to buy) 1,250 $0.00 --
Disposition Stock Options (Right to buy) 500 $0.00 --
Grant/Award Stock Options (Right to buy) 500 $0.00 --
Disposition Stock Options (Right to buy) 2,000 $0.00 --
Grant/Award Stock Options (Right to buy) 2,000 $0.00 --
Disposition Stock Options (Right to buy) 20,000 $0.00 --
Grant/Award Stock Options (Right to buy) 20,000 $0.00 --
Holdings After Transaction: Stock Options (Right to buy) — 0 shares (Direct)
Footnotes (1)
  1. On November 4, 2025, the Issuer's Board of Directors approved an option repricing, effective as of November 4, 2025, reducing the exercise price to $1.95 per share, the closing price of the Issuer's common stock on November 3, 2025. All of the other terms of the options remain unchanged. This stock option award was issued pursuant to the Company's Amended and Restated 2013 Equity Incentive Plan, as amended, (the "|2013 Plan") and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form-4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gaul Michael A.
(Last) (First) (Middle)
C/O BEYOND AIR, INC.
900 STEWART AVENUE, SUITE 301
(Street)
GARDEN CITY NY 11530
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Beyond Air, Inc. [ XAIR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy) $10.8 11/04/2025 D(1) 17,500 (2) (2) Common Stock 17,500 (1) 0 D
Stock Options (Right to buy) $1.95 11/04/2025 A(1) 17,500 (2) (2) Common Stock 17,500 (1) 17,500 D
Stock Options (Right to buy) $10.8 11/04/2025 D(1) 8,500 (2) (2) Common Stock 8,500 (1) 0 D
Stock Options (Right to buy) $1.95 11/04/2025 A(1) 8,500 (2) (2) Common Stock 8,500 (1) 8,500 D
Stock Options (Right to buy) $10.8 11/04/2025 D(1) 3,500 (2) (2) Common Stock 3,500 (1) 0 D
Stock Options (Right to buy) $1.95 11/04/2025 A(1) 3,500 (2) (2) Common Stock 3,500 (1) 3,500 D
Stock Options (Right to buy) $10.8 11/04/2025 D(1) 1,250 (2) (2) Common Stock 1,250 (1) 0 D
Stock Options (Right to buy) $1.95 11/04/2025 A(1) 1,250 (2) (2) Common Stock 1,250 (1) 1,250 D
Stock Options (Right to buy) $10.8 11/04/2025 D(1) 500 (2) (2) Common Stock 500 (1) 0 D
Stock Options (Right to buy) $1.95 11/04/2025 A(1) 500 (2) (2) Common Stock 500 (1) 500 D
Stock Options (Right to buy) $10.8 11/04/2025 D(1) 2,000 (2) (2) Common Stock 2,000 (1) 0 D
Stock Options (Right to buy) $1.95 11/04/2025 A(1) 2,000 (2) (2) Common Stock 2,000 (1) 2,000 D
Stock Options (Right to buy) $5.892 11/04/2025 D(1) 20,000 (2) (2) Common Stock 20,000 (1) 0 D
Stock Options (Right to buy) $1.95 11/04/2025 A(1) 20,000 (2) (2) Common Stock 20,000 (1) 20,000 D
Explanation of Responses:
1. On November 4, 2025, the Issuer's Board of Directors approved an option repricing, effective as of November 4, 2025, reducing the exercise price to $1.95 per share, the closing price of the Issuer's common stock on November 3, 2025. All of the other terms of the options remain unchanged.
2. This stock option award was issued pursuant to the Company's Amended and Restated 2013 Equity Incentive Plan, as amended, (the "|2013 Plan") and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form-4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.
/s/ Michael A. Gaul 11/24/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Beyond Air (XAIR) disclose in this Form 4 filing?

Beyond Air reported that its Chief Operating Officer had existing stock options repriced by the Board of Directors, with the exercise price reduced and all other terms unchanged.

What is the new exercise price of the repriced Beyond Air (XAIR) stock options?

The exercise price of the repriced stock options was reduced to $1.95 per share, matching the closing price of Beyond Air’s common stock on November 3, 2025.

When did the Beyond Air (XAIR) option repricing become effective?

The option repricing approved by Beyond Air’s Board of Directors became effective on November 4, 2025.

Whose stock options were repriced in this Beyond Air (XAIR) Form 4?

The Form 4 relates to stock options held by Beyond Air’s Chief Operating Officer, who is an officer and reporting person of the company.

Did the Beyond Air (XAIR) option repricing change any terms other than exercise price?

No. The disclosure states that all other terms of the options remain unchanged, including the underlying share amounts and other conditions.

Under which plan were the repriced Beyond Air (XAIR) options granted?

The repriced stock options were issued under Beyond Air’s Amended and Restated 2013 Equity Incentive Plan, as amended.

How do the repriced Beyond Air (XAIR) options vest after this change?

The options continue to vest according to the existing vesting schedule in the award agreements and require the reporting person’s continued service with Beyond Air on each applicable vesting date.