Beyond Air, Inc. 8-K

What Happened

• Beyond Air, Inc. entered into a securities purchase agreement on January 14, 2026 and closed the private placement on January 16, 2026, raising $5,000,000 in gross proceeds from an institutional investor. The Company sold 524,990 shares of common stock, pre‑funded warrants to purchase up to 3,405,828 shares, and common warrants to purchase up to 3,930,818 shares. Each share or pre‑funded warrant was accompanied by one common warrant.
• Key terms: pre‑funded warrants have a $0.0001 exercise price and are immediately exercisable; common warrants have a $1.147 exercise price, are exercisable immediately and expire January 16, 2031. Common warrants may be exercised on a cashless basis if the resale registration statement is not effective at the time of exercise. Exercise is limited so a holder cannot exceed 4.99% beneficial ownership.

Key Details

• Gross proceeds: $5,000,000.
• Securities sold: 524,990 shares; 3,405,828 pre‑funded warrants; 3,930,818 common warrants.
• Registration obligations: Company must file a resale registration statement by February 4, 2026 and have it declared effective within 60 days (or 90 days if the SEC conducts a full review); liquidated damages apply for failures.
• Placement agent: Rodman & Renshaw LLC; fee of 7.0% of gross proceeds plus reimbursement of out‑of‑pocket expenses up to $50,000.

Why It Matters

• Liquidity: The transaction provides Beyond Air with $5.0M in immediate capital, which can support operations or development activities.
• Potential dilution: If warrants and pre‑funded warrants are exercised, the number of outstanding shares could increase materially; the 4.99% ownership cap limits any single holder’s stake but does not eliminate dilution to existing shareholders.
• Resale timing: The investor’s ability to freely sell the shares and warrant‑shares depends on the Company meeting its registration deadlines; delays could delay secondary market liquidity and allow cashless exercise of warrants.
• Restrictions and fees: The Company agreed to temporary limits on issuing other equity and on certain variable rate transactions, and paid placement fees (7% of proceeds), which reduce net proceeds.