$XAIR·8-K

Beyond Air, Inc. · Jul 9, 9:20 AM ET

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Beyond Air, Inc. 8-K

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Beyond Air, Inc. Approves 1-for-20 Reverse Stock Split to Regain Nasdaq Compliance

What Happened
Beyond Air, Inc. announced a 1-for-20 reverse stock split of its common stock, approved by stockholders on June 18, 2026, and effected by a Certificate of Amendment filed with Delaware on July 9, 2026. The reverse split becomes effective at 12:01 a.m. Eastern Time on July 13, 2026; the company's common stock will trade on a split-adjusted basis on Nasdaq at the open July 13, 2026 under the existing ticker XAIR. The company said the action is intended to raise the per‑share bid price above $1.00 and regain compliance with Nasdaq Listing Rule 5550(a)(2).

Key Details

  • Reverse split ratio: 1-for-20; effective date/time: 12:01 a.m. ET on July 13, 2026.
  • Approval and filings: shareholder approval on June 18, 2026; Certificate of Amendment filed in Delaware on July 9, 2026.
  • Trading and ID: ticker remains XAIR; new CUSIP after the split is 08862L301.
  • Share treatment: post‑split share counts = pre‑split shares ÷ 20, rounded up to the nearest whole share (no fractional shares issued or cash paid); outstanding equity awards will be adjusted.
  • Nasdaq compliance goal: regain compliance once the stock trades at or above $1.00 for a minimum of 10 consecutive trading days; company gives no assurance this will occur.

Why It Matters
For investors, a reverse split changes the share count and increases the per‑share price but does not alter an investor’s proportional ownership (except for small rounding differences from fractional‑share treatment). The primary corporate objective is to meet Nasdaq’s minimum bid price requirement; if successful, this avoids potential delisting and keeps the shares on Nasdaq. However, the company cautions there is no guarantee the reverse split will achieve or sustain the desired price level, and reverse splits can affect liquidity and market perception even if underlying fundamentals are unchanged.

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