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Form 8-K

sec.gov

8-K — Beyond Air, Inc.

Accession: 0001493152-26-039020

Filed: 2026-08-18

Period: 2026-08-13

CIK: 0001641631

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of report (Date of earliest event reported): August 13, 2026

Beyond

Air, Inc.

(Exact

Name of Registrant as Specified in Charter)

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

(Former

Name or Former Address, if Changed Since Last Report)

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. ☐

Item

2.02. Results of Operations and Financial Condition.

On

August 13, 2026, Beyond Air, Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter

ended June 30, 2026, and certain recent corporate developments. A copy of the press release is attached hereto as Exhibit 99.1, and is

incorporated herein by reference.

This

information, including the exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall

be expressly set forth by specific reference in such filing.

Item

7.01. Regulation FD Disclosure.

The

information under Item 2.02 above is incorporated herein by reference.

By

filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality

of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information in this Item 7.01

disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the

Exchange Act, or otherwise subject to the liabilities under that section. In addition, the information in this Item 7.01 disclosure,

including Exhibit 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended,

or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release from Beyond Air, Inc., dated as of August 13, 2026.

104

Cover

Page Interactive Data File (embedded within the inline XBRL document).

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.

Date:

August 18, 2026

By:

/s/

Daniel Moorhead

Name:

Daniel

Moorhead

Title

Chief

Financial Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Beyond

Air® Reports Financial Results for the Quarter Ended June 30, 2026 and Provides Corporate Update

Reports

$1.8 million revenue for quarter ended June 30, 2026; reaffirms revenue guidance of $8 million for CY2026 and $16-$18 million for CY2027

PMA

supplement for second-generation LungFit PH system under FDA review; approval expected in 2H CY2026

Recent

financing up to $30.1 million to support ongoing international expansion and U.S. commercial launch of second-generation LungFit PH system,

pending regulatory approval

Conference

call today at 8:00 a.m. ET

Garden

City, NY, August 13, 2026 – Beyond Air, Inc. (NASDAQ: XAIR) (“Beyond Air” or the “Company”), a commercial-stage

medical device and biopharmaceutical company focused on harnessing the power of nitric oxide (NO) to improve patients’ lives, today

announced financial results for the quarter ended June 30, 2026, and provided a corporate update.

“Over

the past several months, we have been focused on strengthening every aspect of the business in advance of our next phase of commercial

growth,” said Robert Goodman, Chief Executive Officer of Beyond Air. “We strengthened our balance sheet with an up to $30

million financing, and continued to build our commercial infrastructure, customer relationships and sales pipeline. We believe these

efforts position us well for the anticipated launch of our second-generation LungFit PH system, pending FDA approval, and support our

objective of expanding adoption of LungFit PH over the long term.”

Recent

Financial and Operating Highlights

○ Entered

into a national group purchasing agreement with a leading U.S. group purchasing organization

(GPO), marking the third major U.S. GPO to engage Beyond Air and expanding the Company’s

reach by nearly 2,000 U.S. hospitals and health systems.

○ Regained

compliance with Nasdaq’s minimum bid price requirement.

○ Continued

to expand the Company’s global distribution network for LungFit PH, which now covers

more than 45 countries positioning the Company for continued international commercial expansion,

subject to applicable regulatory approvals.

Pending

Regulatory Milestones

○ Awaiting

FDA review of the PMA supplement for the second-generation LungFit PH system, submitted in

June 2025.

○ International

submissions for LungFit PH remain on track with local partners.

Financial

Results for the Quarter Ended June 30, 2026

Revenues

for the quarters ended June 30, 2026 and 2025 were $1.8 million.

Gross

margins for the quarter ended June 30, 2026 were 13%, compared to 9% for the same period last year.

Research

and development expenses for the quarter ended June 30, 2026 were $2.0 million, compared with $3.1 million for the same period last year.

Selling,

general and administrative expenses for the quarter ended June 30, 2026 were $4.9 million, compared with $4.7 million for the same period

last year.

Other

expense for the quarter ended June 30, 2026 was $1.5 million, compared with $0.5 million for the same period last year.

Net

loss attributable to common stockholders of Beyond Air, Inc. for the quarter ended June 30, 2026 was $7.9 million, or a loss of $11.00

per basic and diluted share, compared with a net loss of $7.7 million, or $30.67 per share, for the same period last year.

As

of June 30, 2026, the Company reported cash, cash equivalents, restricted cash and marketable securities of $15.2 million. Subsequent

to quarter-end, the Company strengthened its balance sheet with an up to $30.1 million financing, consisting of $10.2 million in upfront

gross proceeds and up to an additional $20.0 million from the potential exercise of short- and long-term warrants, including $10.0 million

tied to FDA approval of the second-generation LungFit PH system. The financing was led by certain institutional healthcare investors,

with additional participation from certain of the Company’s directors and executive officers.

Financial

Guidance

The

Company reaffirms its previously issued revenue guidance of $8 million for calendar year 2026, which does not include any revenue from

the second-generation LungFit PH system. The Company also reaffirms its previously issued 2027 revenue guidance of $16-$18 million, representing

more than 110% year-over-year growth at the midpoint compared with 2026 guidance and includes anticipated revenue from the second-generation

LungFit PH system, pending regulatory approval.

The

Company believes it is entering an important new phase of commercial execution and a potential inflection point for revenue growth, supported

by expanding market access, growing customer adoption, international expansion and a significantly larger addressable market pending

the commercial launch of the second-generation LungFit PH.

Conference

Call & Webcast

Thursday,

August 13, 2026 @ 8 a.m. ET

● Domestic:

1-877-407-0784

● International:

1-201-689-8560

● Conference

ID: 13762077

● Webcast:

A webcast of the live conference call can be accessed by visiting the Events section of the

Company’s website (click here) or directly (click here). An online replay

will be available on the Company’s website or via the direct link an hour after the

call.

As

previously announced, and formally approved by the Board of Directors, the Company is transitioning its fiscal year end from March 31

to December 31, effective December 31, 2026. As a result, the Company expects to report financial results for the nine-month transition

period ending December 31, 2026 on a Form 10-K/T.

About

Beyond Air®, Inc.

Beyond

Air is a commercial-stage medical device and biopharmaceutical company dedicated to harnessing the power of endogenous and exogenous

nitric oxide (NO) to improve the lives of patients suffering from respiratory illnesses, neurological disorders, and solid tumors. The

Company has received FDA approval and CE Mark for its first system, LungFit PH, for the treatment of term and near-term neonates with

hypoxic respiratory failure. For more information, visit www.beyondair.net.

About

LungFit

Beyond

Air’s LungFit is a cylinder-free, phasic flow generator and delivery system designated as a medical device by the U.S. Food and

Drug Administration (FDA). The ventilator-compatible version of the device can generate NO from ambient air on demand for delivery to

the lungs at concentrations ranging from 1 ppm to 80 ppm. The LungFit system could potentially replace large, high-pressure NO cylinders,

providing significant advantages in the hospital setting, including greatly reducing inventory and storage requirements, improving overall

safety by eliminating NO2 purging steps, and offering other operational benefits.

LungFit

can also deliver NO at concentrations at or above 80 ppm for potentially treating severe acute lung infections in the hospital setting

(e.g., COVID-19, bronchiolitis) and chronic, refractory lung infections in the home setting (e.g., NTM). With the elimination of cylinders,

Beyond Air intends to offer NO treatment in the home setting.

Beyond

Air’s LungFit PH is approved for commercial use in the United States, European Union, and many other countries around the world.

Beyond Air’s other LungFit systems are not approved for commercial use and are for investigational use only. Beyond Air is not

suggesting NO use over 80 ppm or use at home.

Forward-Looking

Statements

This

press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of

1995. These statements include, but are not limited to, statements regarding the Company’s expectations related to commercial growth,

market adoption of LungFit PH, expansion of the Company’s global distribution network andexpansion in the U.S. and international

markets, the Company’s ability to maintain compliance with Nasdaq’s continued listing requirements, including compliance

with the terms of the Discretionary Panel Monitor, the timing and outcome of FDA review of the PMA supplement for the second-generation

LungFit PH system and the anticipated timing of its commercial launch, the use of the proceeds from, and the potention exercise of warrants

issued in connection with, the Company’s recent financing, the Company’s transition of its fiscal year end from March 31

to December 31 and the timing and content of its related transition report on Form 10-K/T, revenue guidance for calendar years 2026 and

2027, and the Company’s long-term strategic and financial performance. Forward-looking statements may be identified by words such

as “anticipate,” “believe,” “expect,” “intend,” “plan,” “potential,”

“will,” “would,” “could,” “may,” and similar expressions, or by the use of future tense.

Because

forward-looking statements relate to future events, they are subject to inherent risks and uncertainties, many of which are beyond the

Company’s control, that could cause actual results to differ materially from those expressed or implied in such statements. These

risks and uncertainties include, but are not limited to, risks related to the Company’s ability to maintain compliance with Nasdaq’s

continued listing requirements, including satisfying the terms of the one-year Discretionary Panel Monitor; the Company’s ability

to complete its fiscal year-end transition and related regulatory filings in a timely manner; the timing and outcome of FDA review of

the PMA supplement for the second-generation LungFit PH system and the Company’s ability to realize the anticipated benefits of

its recent financing, including the risk that warrants may not be exercised; dilution to existing stockholders from the issuance of securities

in the financing and any warrant exercises; the Company’s ability to successfully execute its commercial strategy, expand its distribution

network and GPO relationships and achieve its revenue guidance; and other risks described in the “Risk Factors” section of

Beyond Air, Inc.’s most recent Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and other subsequent filings with

the Securities and Exchange Commission.

CONTACTS:

Investor

Relations contact

Corey

Davis, Ph.D.

LifeSci

Advisors, LLC

cdavis@lifesciadvisors.com

(212)

915-2577

BEYOND

AIR, INC. AND SUBSIDIARIES

CONSOLIDATED

BALANCE SHEETS

(in

thousands)

June 30,

2026

March 31,

2026

(unaudited)

ASSETS

Current assets

Cash and cash equivalents

$ 5,509

$ 6,740

Marketable securities

4,303

4,901

Restricted cash

5,405

5,622

Accounts receivable, net

1,140

1,086

Inventory, net

1,292

1,406

Other current assets and prepaid expenses

5,200

5,012

Total current assets

22,849

24,767

Licensed right to use technology

966

1,018

Right-of-use lease assets

1,066

1,193

Property and equipment, net

7,916

8,249

Other assets

94

158

TOTAL ASSETS

$ 32,891

$ 35,385

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

$ 2,455

$ 2,417

Accrued expenses and other current liabilities

3,998

3,372

Operating lease liabilities, current portion

223

321

Loans payable, current portion

231

401

Total current liabilities

6,907

6,511

Operating lease liabilities, net

977

1,023

Long-term debt, net

22,167

21,639

Warrant liability

1

2

Total liabilities

30,052

29,175

Stockholders’ equity

Common Stock

-

-

Treasury stock

(25 )

(25 )

Additional paid-in capital

329,415

325,587

Accumulated deficit

(327,506 )

(319,571 )

Accumulated other comprehensive income/(loss)

113

134

Total stockholders’ equity attributable to Beyond Air, Inc.

1,997

6,126

Non-controlling interest

842

84

Total stockholders’ equity

2,839

6,210

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 32,891

$ 35,385

BEYOND

AIR, INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(amounts

in thousands, except share and per share data)

(unaudited)

For the Three Months Ended

June 30,

2026

2025

Revenues

$ 1,768

$ 1,760

Cost of revenues

1,543

1,604

Gross profit

225

156

Operating expenses:

Research and development

1,959

3,086

Selling, general and administrative

4,878

4,687

Total operating expenses

6,837

7,773

Loss from operations

(6,612 )

(7,617 )

Other income/(expense):

Dividend/interest income

103

28

Interest and finance expense

(1,492 )

(548 )

Change in fair value of warrant liability

1

17

Foreign exchange gain/(loss)

40

(41 )

Loss on extinguishment of debt

(153 )

-

Loss on disposal of fixed assets

(52 )

(11 )

Other income

11

94

Total other expense

(1,542 )

(461 )

Loss before income taxes

(8,154 )

(8,078 )

Provision for income taxes

-

-

Net loss

$ (8,154 )

$ (8,078 )

Less: net loss attributable to non-controlling interest

(219 )

(387 )

Net loss attributable to Beyond Air, Inc.

$ (7,935 )

$ (7,691 )

Other comprehensive income/(loss), net of tax

Foreign currency translation adjustment

(21 )

127

Comprehensive loss attributable to Beyond Air, Inc.

$ (7,956 )

$ (7,564 )

Net basic and diluted loss per share attributable to Beyond Air, Inc. (1)

$ (11.00 )

$ (30.67 )

Weighted average number of shares of common stock outstanding - basic and diluted (1)

721,328

250,747

(1) Prior

period results have been adjusted to reflect the one-for-twenty stock split in July 2026.

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+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration