On July 30, 2026 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, reported 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.
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"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.
(Press release, Beyond Air, JUL 30, 2026, View Source [SID1234669565])