Beyond Air, Inc. 8-K

What Happened

• Beyond Air, Inc. (NASDAQ: XAIR) filed an 8-K on June 22, 2026 reporting that at a Special Meeting on June 18, 2026 stockholders approved a reverse stock split. On April 20, 2026 there were 12,692,684 shares of common stock outstanding and 6,487,760 shares were present or represented at the meeting (quorum).
• Immediately after the vote, the Board approved an Approved Ratio of 1-for-20 (every 20 existing shares will be combined into one share). The Company expects to effect the Reverse Stock Split at the Approved Ratio at a time determined by the Board, subject to filing and effectiveness of a certificate of amendment with the Delaware Secretary of State.

Key Details

• Vote results (final): For 5,177,506; Against 1,222,793; Abstain 87,461; Broker non-votes 0.
• Record date: April 20, 2026; Special Meeting date: June 18, 2026.
• Approved reverse split ratio: 1-for-20 (Board discretion to implement before one-year anniversary of the meeting).
• Purpose and timing: Intended to raise the per-share bid price above $1.00 for at least ten trading days to regain compliance with Nasdaq Listing Rule 5550(a)(2). The Company must demonstrate compliance on or before July 31, 2026.
• Implementation conditions: Requires filing and effectiveness of a Delaware certificate of amendment; Company cautions it cannot assure the split will be implemented, timely, or achieve the desired effect.

Why It Matters

• A reverse stock split reduces the number of outstanding shares and aims to increase the per-share trading price. Beyond Air is pursuing this step specifically to meet Nasdaq’s minimum bid price requirement and avoid potential delisting.
• For current shareholders, a reverse split changes share count but not proportional ownership or the company’s market capitalization in principle; however, it can affect liquidity and perceived share value. Investors should note the company’s July 31, 2026 compliance deadline and that the split is still subject to formal filing and implementation.