Beyond Air, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Beyond Air, Inc. (Nasdaq: XAIR) on July 29, 2026. The filing discloses the entry into a Material Definitive Agreement regarding a private placement of equity securities. The company is a Delaware corporation headquartered in Garden City, NY.
Key Financial Metrics and Transaction Details
The filing details a private placement expected to generate approximately $10.2 million in gross proceeds. The transaction involves the issuance of common stock and various warrant instruments to institutional investors and certain company insiders.
- Gross Proceeds: Approximately $10.2 million (before fees and expenses).
- Securities Issued:
- 167,011 shares of Common Stock.
- 1,638,835 Pre-Funded Warrants (exercise price $0.0001).
- 1,805,846 Series A Warrants (exercise price $5.51).
- 1,805,846 Series B Warrants (exercise price $5.51).
- Purchase Price: $5.66 per share/warrant unit for institutional investors; $5.76 for participating directors and executive officers.
- Transaction Costs: Placement agent fees of 7.0% of gross proceeds (approx. $0.7 million) plus up to $100,000 in reimbursable expenses.
- Use of Proceeds: Working capital and general corporate purposes.
The filing does not provide specific revenue, profit, cash flow, margin, or debt figures for the reporting period, as this is a transactional filing rather than a periodic financial report.
Material Changes and Transaction Structure
The primary material change is the dilution of existing shareholders through the issuance of new equity and warrants. The transaction was priced at-the-market under Nasdaq rules. Key structural elements include:
- Insider Participation: CEO Robert Goodman and CFO Daniel Moorhead participated in the offering at a slightly higher price ($5.76) than institutional investors, without purchasing Pre-Funded Warrants. This was approved by the Audit Committee.
- Warrant Terms: Series A Warrants expire one year after issuance or 45 days after FDA approval of the LungFit PH II supplement, whichever is earlier. Series B Warrants expire five years after issuance.
- Ownership Limits: Beneficial ownership limitations apply, capping holdings at 19.99% for Pre-Funded Warrants and 9.99% for Common Warrants.
Guidance, Outlook, and Restrictions
Management intends to use the net proceeds for working capital. The filing includes significant market activity restrictions:
- Lock-up Periods: The Company is restricted from issuing new equity or filing new registration statements for 60 days following the effectiveness of the resale registration statement.
- Variable Rate Transaction Ban: For 180 days following the effectiveness of the registration statement, the Company cannot enter into variable rate transactions (e.g., equity lines of credit), with an exception for an at-the-market facility with Cantor Fitzgerald & Co. after the initial 60-day period.
- Registration Rights: The Company must file a resale registration statement within 15 days of closing and use reasonable best efforts to have it declared effective within 45 to 75 days.
Investor Verification Checklist
- Verify the closing date of the private placement (expected July 31, 2026) and the actual gross proceeds received.
- Confirm the total number of shares outstanding post-closing to assess immediate dilution impact.
- Monitor the status of the LungFit PH II premarket approval supplement, as this triggers the expiration of Series A Warrants.
- Review the filed Registration Statement (Exhibit 10.2) for specific terms regarding the resale of securities.
- Check subsequent filings for the actual exercise of Pre-Funded Warrants, which would increase the share count further.