Beyond Air, Inc. — Capital/Financing Update 2021

Nov 5, 2021

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 4, 2021

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Beyond Air, Inc.

(Exact Name of Registrant as Specified in Charter)

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Delaware	001-38892	47-3812456
(State
or Other Jurisdiction of
Incorporation)	(Commission File
Number)	(I.R.S.
Employer Identification
No.)

900 Stewart Avenue , Suite 301

Garden City , NY 11530

(Address of Principal Executive Offices and Zip Code)

(516) 665-8200

Registrant’s Telephone Number, Including Area Code

825 East Gate Blvd. , Suite 320

Garden City , NY 11530

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

| ☐ | Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each
class | Trading Symbol(s) | Name
of each exchange on
which registered |
| --- | --- | --- |
| Common
Stock, par value $.0001 per share | XAIR | The
Nasdaq Stock Market LLC |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01. Other Events.

On November 4, 2021, Beyond Air, Inc. issued a press release (the “Press Release”) announcing the formation of Beyond Cancer, Ltd., a new private company dedicated to oncology utilizing ultra-high concentration nitric oxide to treat solid tumors, and Beyond Cancer, Ltd.’s securing of commitments of $23.9 million in a concurrent private placement of common shares. A copy of the Press Release is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

| Exhibit
No. | Description |
| --- | --- |
| 99.1 | Press Release of Beyond Air, Inc. dated November 4, 2021. |
| 104 | Cover
Page Interactive Data File (embedded within the inline XBRL document). |

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| BEYOND AIR, Inc . — By: | /s/
Steven A. Lisi |
| --- | --- |
| Name: | Steven A. Lisi |
| Title | Chief Executive Officer |

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