Beyond Air, Inc. Announces $10.2M Private Placement with Warrants

What Happened

• Beyond Air, Inc. (XAIR) announced a private placement under a July 29, 2026 Purchase Agreement expected to close on or about July 31, 2026, to raise approximately $10.2 million in gross proceeds. The financing includes the sale of 167,011 shares of common stock, pre‑funded warrants to buy up to 1,638,835 shares, and two warrant series (Series A and Series B) each covering up to 1,805,846 shares. CEO Robert Goodman and CFO Daniel Moorhead participated on the same terms as institutional investors (at a slightly higher price) and their participation was approved by the Audit Committee. Cantor Fitzgerald acted as lead placement agent (with Citizens JMP and Lake Street), with placement fees of 7% (about $0.7M expected) plus reimbursable expenses up to $100,000.

Key Details

• Securities and pricing:
  • 167,011 common shares; pre‑funded warrants for up to 1,638,835 shares; Series A and Series B warrants each for up to 1,805,846 shares.
  • Combined purchase price per share (with Series A & B warrants) = $5.66 for institutional investors; $5.76 for participating directors/officers.
  • Combined price for each pre‑funded warrant (plus warrants) = $5.6599 (reflecting $0.0001 exercise price).
  • Exercise prices: pre‑funded warrants $0.0001 (no expiration while exercisable until fully exercised); Series A and B warrants $5.51.
  • Ownership limits: pre‑funded warrant exercises limited to max ~19.99% beneficial ownership; Common Warrants limited to max ~9.99%.
  • Expiration: Series A warrants expire on the earlier of one year or 45 days after FDA approval of the LungFit PH II supplement (subject to registration availability); Series B warrants expire in five years.
• Registration and resale: the company agreed to file a resale registration statement covering the registrable securities no later than 15 days after closing and to use best efforts to have it effective within 45 days (if not reviewed by the SEC) or 75 days (if reviewed).
• Issuance limits: until certain post‑effectiveness dates the company is restricted from issuing other equity or variable‑rate equity financings for specified periods (including a 180‑day limit on “Variable Rate Transactions”), with some exceptions and an ATM carve‑in for Cantor after 60 days.

Why It Matters

• This transaction provides immediate non-dilutive (to be precise, dilutive when shares/warrants are exercised) capital of roughly $10.2M to fund working capital and general corporate purposes and gives the company potential additional capital if warrants are exercised. The warrants create possible future dilution for existing shareholders depending on whether and when they are exercised. Insider participation (CEO and CFO) can be seen as a vote of confidence but also increases insider exposure.
• Registration rights mean investors should be able to resell shares once the registration statement is effective, but the company’s short‑term ability to raise other equity is limited by contractual restrictions. Placement fees and expenses (~7%, ~$0.7M plus up to $100k) reduce net proceeds.