Balyasny-affiliated investment entities have disclosed a significant passive stake in Beyond Air, Inc. They report beneficial ownership of 763,266 shares of common stock, including 299,104 shares issuable upon exercise of warrants, representing approximately 9.53% of Beyond Air’s outstanding common shares.
The shares are held by Atlas Diversified Master Fund, Ltd., for which Balyasny Asset Management L.P. acts as investment manager. Related entities GP LLC, Balyasny Asset Management Holdings LP, Dames GP LLC, and individual Dmitry Balyasny may be deemed to share voting and investment power. The warrants are subject to a 9.99% beneficial ownership blocker, limiting exercises that would push ownership above that level. The reporting parties certify that the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Beyond Air.
What stake in Beyond Air (XAIR) does Balyasny report on this Schedule 13G/A?
Balyasny-affiliated entities report beneficial ownership of 763,266 Beyond Air shares. This includes 464,162 common shares and 299,104 shares issuable from warrants, representing about 9.53% of Beyond Air’s outstanding common stock based on 8,009,488 shares as of November 7, 2025.
Who are the reporting persons in the Beyond Air (XAIR) Schedule 13G/A filing?
The filing lists five reporting persons tied to Balyasny. They are Balyasny Asset Management L.P., GP LLC, Balyasny Asset Management Holdings LP, Dames GP LLC, and individual investor Dmitry Balyasny, each of whom may be deemed to share voting and investment power over the reported shares.
How much of Beyond Air (XAIR) is owned through warrants in this disclosure?
The reported position includes 299,104 Beyond Air shares issuable from warrants. These warrants form part of the total 763,266 beneficially owned shares and are subject to a 9.99% beneficial ownership limitation that restricts exercises above that ownership threshold.
What percentage of Beyond Air (XAIR) does Balyasny’s group beneficially own?
The reporting group may be deemed to beneficially own about 9.53% of Beyond Air. This percentage is calculated using 8,009,488 shares outstanding as of November 7, 2025, as disclosed in Beyond Air’s Form 10-Q filed on November 10, 2025.
How is the Beyond Air (XAIR) stake held by Balyasny’s entities structured?
The shares are directly held by Atlas Diversified Master Fund, Ltd. (ADMF). Balyasny Asset Management L.P. is ADMF’s investment manager, with GP LLC, Balyasny Asset Management Holdings LP, Dames GP LLC and Dmitry Balyasny positioned in a control chain over voting and investment decisions.
Is the Balyasny position in Beyond Air (XAIR) intended to influence control of the company?
The reporting parties state the stake is held on a passive basis. They certify the securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of Beyond Air, Inc.
What is the beneficial ownership limitation on the Beyond Air (XAIR) warrants held by Balyasny’s client?
The warrants are subject to a 9.99% beneficial ownership blocker. This provision prevents their holder from exercising warrants if, after exercise, it would beneficially own more than 9.99% of Beyond Air’s outstanding common shares as a result of that exercise.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Beyond Air, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
08862L202
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
08862L202
1
Names of Reporting Persons
Balyasny Asset Management L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
763,266.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
763,266.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
763,266.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.53 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
08862L202
1
Names of Reporting Persons
BAM GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
763,266.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
763,266.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
763,266.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.53 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
08862L202
1
Names of Reporting Persons
Balyasny Asset Management Holdings LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
763,266.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
763,266.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
763,266.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.53 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP No.
08862L202
1
Names of Reporting Persons
Dames GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
763,266.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
763,266.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
763,266.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.53 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
08862L202
1
Names of Reporting Persons
Dmitry Balyasny
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
763,266.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
763,266.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
763,266.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.53 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Beyond Air, Inc.
(b)
Address of issuer's principal executive offices:
900 STEWART AVENUE, SUITE 301, GARDEN CITY, NY, 11530, UNITED STATES
Item 2.
(a)
Name of person filing:
This statement is being filed by (1) Balyasny Asset Management L.P., a Delaware limited partnership ("BAM"), (2) BAM GP LLC, a Delaware limited liability company ("BAM GP"), (3) Balyasny Asset Management Holdings LP, a Delaware limited partnership ("BAM Holdings"), (4) Dames GP LLC, a Delaware limited liability company ("Dames"), and (5) Dmitry Balyasny, a United States citizen (collectively, the "Reporting Persons"). BAM GP is the General Partner of BAM. BAM Holdings is the Sole Member of BAM GP. Dames is the General Partner of BAM Holdings. Dmitry Balyasny is the Managing Member of Dames.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of BAM, BAM GP, BAM Holdings, Dames, and Mr. Balyasny is located at 444 West Lake Street, 50th Floor, Chicago, IL 60606.
(c)
Citizenship:
(1) BAM is a Delaware limited partnership, (2) BAM GP is a Delaware limited liability company, (3) BAM Holdings is a Delaware limited partnership, (4) Dames is a Delaware limited liability company, and (5) Mr. Balyasny is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
08862L202
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
By virtue of its position as the investment manager of Atlas Diversified Master Fund, Ltd. ("ADMF"), the direct holder of the 763,266 shares (including 299,104 shares of Common Stock issuable upon exercise of Warrants) of common stock, par value $0.0001 per share ("Shares"), reported herein, BAM may be deemed to exercise voting and investment power over such Shares held by ADMF and thus may be deemed to beneficially own such Shares. By virtue of its position as the General Partner of BAM, BAM GP may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares. By virtue of its position as the Sole Member of BAM GP, BAM Holdings may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares. By virtue of its position as the General Partner of BAM Holdings, Dames may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares. By virtue of his position as the Managing Member of Dames, Mr. Balyasny may be deemed to exercise voting and investment power over the Shares held directly by ADMF and thus may be deemed to beneficially own such Shares.
(b)
Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 9.53% of the Shares, based on 8,009,488 Shares outstanding as of November 7, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025. The report amount consists of 464,162 Shares and 299,104 Shares issuable upon the exercise of 299,104 Warrants subject to the Beneficial Ownership Limitation (as defined herein). The Warrants are subject to a blocker which prevents the holder from exercising the Warrants to the extent that, upon such exercise, the holder would beneficially own in excess of 9.99% of the Shares outstanding as a result of the exercise (the "Beneficial Ownership Limitation").
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Each of the Reporting Persons has the sole power to dispose or to direct the disposition of 763,266 Shares (including 299,104 shares of Common Stock issuable upon exercise of Warrants).
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
Each of the Reporting Persons has the sole power to dispose or to direct the disposition of 763,266 Shares (including 299,104 shares of Common Stock issuable upon exercise of Warrants).
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
ADMF, a Cayman Islands exempted company that is an investment management client of BAM, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
