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Beyond Air, Inc.

For the period ended Sep 30, 2025. Filed Nov 10, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 10, 2025

XAIR$2.16-0.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-12.

0001641172-25-023243

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0001493152-25-021561

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 102 previous paragraphs and 111 current paragraphs.

74 unchanged; 23 reworded; 11 added; 4 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

The phase 1a study, between August 2022 and November 2024, enrolled a total of 10 patients treated with either 25,000 ppm or 50,000 ppm NO for a single intra-tumoral administration over 5 minutes. All subjects had significant advanced stage metastatic disease. The mean number of treatments prior to entering the study was 10.3 (min 4, max 18), with 5.5 being medication treatments (min 2, max 14). Tumors were a mix of squamous cell carcinoma, melanoma, breast and triple negative breast. At the time of treatment, life expectancy for all patients was less than 12 months, with some as low as 3 months. The majority of patients are still alive.

Current report

Research and development expenses for the six months ended September 30, 2025 were $5.5 million as compared to $10.6 million for the six months ended September 30, 2024. The decrease of $5.1 million was attributed primarily to a decrease in spend in salaries $1.9 million ($0.8 million in Beyond Air and $1.1 million in Beyond Cancer), stock compensation costs $0.4 million ($0.2 million in Beyond Air and $0.2 million in Beyond Cancer), pre-clinical expenses $0.6 million ($0.3 million in Beyond Cancer and $0.3 million in NeuroNos), professional fees $0.5 million ($0.3 million in Beyond Air and $0.2 million in Beyond Cancer), travel expenses $0.1 million, depreciation $0.1 million, and a reduction in Gen II device development costs of $1.2 million.

Current report

Selling, general and administrative expenses for the three months ended September 30, 2025 were $4.9 million as compared to $7.2 million for the three months ended September 30, 2024. The decrease of $2.3 million was attributed primarily to a decrease in spend in salaries $0.6 million ($0.4 million in Beyond Air and $0.2 million in Beyond Cancer), stock-based compensation costs $1.3 million ($0.6 million in Beyond Air and $0.8 million in Beyond Cancer), $0.3 million of legal fees and $0.1 million of facility expenses, partially offset by an increase of $0.1 million in royalties.

Current report

For the six months ended September 30, 2024 the net cash used in operating activities was $23.5 million which was primarily due to our net loss of $27.1 million, which includes $6.6 million of stock-based compensation, $0.4 million received in grant payments, $1.5 million of depreciation and amortization, $3.9 million of accrued expenses (which included ($4.5) million of the payment of the final tranche of the Circassia settlement and ($2.9) million for the Hudson Bay settlement and ($7.6) million attributable to the resolution ofEmpery Asset Master, Ltd. Et AL, vs AIT Therapeutics Inc.)

Current report

Net cash provided by financing activities for the six months ended September 30, 2024 was $21.4 million, mainly from the issuance of securities through securities purchase agreements which the net proceeds were $19 million, $7.5 million advance payment on loan and security agreement, and the issuance of common stock in connection with the At-The-Market Offering Sales Agreement with Truist Securities, Inc (the “2022 ATM”) of $0.6 million partially offset by $5.7 million from the payment of short-term loans, including a $5.0 million partial repayment to Avenue Capital.

Current report

On June 2, 2025, the Company received $2.0 million of advanced financing from a director that is also an existing lender under its Loan Agreement. On November 3, 2025, the Company amended and restated the original Loan Agreement (as amended, the “Amended Loan Agreement”) to provide for and finalize the terms of the $2.0 million Additional Loans and the issuance of new five-year warrants to purchase up to 512,821 shares of the Company’s common stock (the “Supplemental Warrants”) with an exercise price of $1.95 per share and subject to the same terms and conditions applicable to the existing warrants issued under the original Loan and Security Agreement (the “2024 Debt Warrants”). Concurrently, the parties entered into a waiver agreement pursuant to which the Lender consented to the Company’s issuance of the Note in exchange for reducing the exercise price of the 2024 Debt Warrants from $7.59 per share to $1.95 per share.

Current report

On September 8, 2025, we entered into an inducement offer letter agreement (“Inducement Letter”) with certain holders of our existing common stock purchase warrants (“Existing Warrants”). Pursuant to the Inducement Letter, such holders immediately exercised some or all of their respective outstanding Existing Warrants to purchase up to an aggregate of 1,439,128 shares of common stock at a reduced exercise price of $2.21. The proceeds to the Company from the exercise of the Existing Warrants were approximately $2.9 million, net of placement agent fees and other offering expenses of $0.2 million and $0.1 million, respectively. In consideration of the inducement offer, the Company issued new common stock warrants to purchase up to 719,562 shares of common stock for a purchase price of $0.125 per share of common stock underlying the new warrant. The new warrants have an exercise price of $2.21 per share and are immediately exercisable, with a term of five years from the issuance date.

Current report

On November 4, 2025, the Company entered into and closed on a note purchase agreement (the “Note Purchase Agreement”) with Streeterville Capital LLC (“Streeterville” or “Investor”), which provided for the issuance of a secured promissory note in the principal amount of $12.0 million (the “Note”). The principal amount of the Note is due 24 months following the date of issuance. Interest will accrue at the rate of 15% per annum, with no interest accruing for the first 12 months following issuance; provided however, that Streeterville is guaranteed 12 months of interest, of $1.8 million even if the Note is redeemed or prepaid prior to the maturity date. Of the total $12.0 million Note, $6.0 million will be placed in a restricted account and will be accessible by the Company as the first $6.0 million is repaid.

Current report

Also on November 4, 2025, the Company entered into an equity purchase agreement (the “Purchase Agreement”) with Streeterville for the purchase of up to $20.0 million of the Company’s shares of common stock. In connection with the Purchase Agreement, the Company and Streeterville entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file with the Securities and Exchange Commission a registration statement (the “Registration Statement”) covering the resale of the shares by November 24, 2025. Pursuant to the Purchase Agreement, upon effectiveness of the Registration Statement and so long as there is no balance outstanding on the Note, the Company shall have the right, but not the obligation, to direct Streeterville, by its delivery to Streeterville of a put notice from time to time during a period of up to two years, to purchase newly issued shares of the Company’s common stock, subject to customary limitations.

Current report

The recent $2.5 million funding for NeuroNOS is closed at this time.
Removed paragraphs (4)

Previous report

For the three months ended June 30, 2024, the net cash used in operating activities was $10.2 million which was primarily due to the Company’s net loss before adjustment for non-cash items of $13.1 million and stock compensation costs of $3.4 million.

Previous report

Net cash used by financing activities for the three months ended June 30, 2024 was $0.3 million, which were wholly comprised of loan repayments.

Previous report

The recent $2.0 million funding for NeuroNOS is still open as fundraising will continue for a period of time not to extend beyond the end of calendar year 2025.
Reworded paragraphs (23)

Previous wording

On March 24, 2025, Beyond Air reorganized its neurology business into a new private company called NeuroNOS Limited (“NeuroNOS”). Beyond Air’s infrastructure, for example regulatory, quality, legal, etc, will continue to support the NeruoNOS team. Beyond Air has 88.2% ownership in NeuroNOS.

Current wording

On March 24, 2025, Beyond Air reorganized its neurology business into a new private company called NeuroNOS Limited (“NeuroNOS”). Beyond Air’s infrastructure, for example regulatory, quality, legal, etc, will continue to support the NeruoNOS team. Beyond Air has 85.7% ownership in NeuroNOS.

Previous wording

We submitted a PMA supplement to the FDA in November 2023 for the expansion of the label to include certain cardiac surgeries. According to the most recent year-end report from Mallinckrodt Pharmaceuticals (“Mallinckrodt”), sales of NO were $261.4 million in 2024 (down from $303.2 million in 2023) for the United States, Canada, Japan, Mexico and Australia, with ~90% in the United States. Outside of the U.S. there are multiple market participants which translates to considerably lower relative sales than in the U.S. We believe the U.S. sales potential of LungFit®PH to be approximately $350 million and worldwide sales potential to be approximately $700 million or greater. We initiated the first phase of our commercial launch in July 2022 (the limited launch phase to introduce Lungfit® PH and Beyond Air to hospitals), and entered into phase 2 (target initial market share gains in certain geographies) with an expanded commercial presence during the spring of 2023 in the U.S. We recently entered the final phase of our launch process where we will equip our commercial organization to become the market leader in the U.S. in a few years. Since receiving CE Mark in late November, 2024, we have received regulatory approvals in Australia, New Zealand, Hong Kong and Thailand with our partner Getz Healthcare and are awaiting approvals in several other countries in South East Asia. Additionally, we have signed new distribution agreements covering France, India, Italy, Japan, Morocco, Saudi Arabia, and Turkey, among others. We anticipate significant contribution to revenues in fiscal 2026 and beyond from these and future partnerships.

Current wording

We submitted a PMA supplement to the FDA in November 2023 for the expansion of the label to include certain cardiac surgeries. According to the most recent year-end report from Mallinckrodt Pharmaceuticals (“Mallinckrodt”), sales of NO were $261.4 million in 2024 (down from $303.2 million in 2023) for the United States, Canada, Japan, Mexico and Australia, with ~90% in the United States. Outside of the U.S. there are multiple market participants which translates to considerably lower relative sales than in the U.S. We believe the U.S. sales potential of LungFit®PH to be approximately $350 million and worldwide sales potential to be approximately $700 million or greater. We initiated the first phase of our commercial launch in July 2022 (the limited launch phase to introduce Lungfit® PH and Beyond Air to hospitals), and entered into phase 2 (target initial market share gains in certain geographies) with an expanded commercial presence during the spring of 2023 in the U.S. We recently entered the final phase of our launch process where we will equip our commercial organization to become the market leader in the U.S. in a few years. Since receiving CE Mark in late November, 2024, we have received regulatory approvals in Australia, New Zealand, Hong Kong Thailand, Taiwan and Malaysia with our partner Getz Healthcare and are awaiting approvals in several other countries in South East Asia. Additionally, we have signed new distribution agreements covering France, India, Israel, Italy, Japan, Mexico, Morocco, Poland, Romania, Saudi Arabia, and Turkey, among others. We anticipate significant contribution to revenues in fiscal 2026 and beyond from these and future partnerships.

Previous wording

After completion of the clinical trial, we presented positive results at the 2022 American College of Chest Physicians (“CHEST”) annual meeting, further supporting development of intermittent high dose NO for the treatment of NTM. The clinical trial demonstrated that high dose NO treatment was well-tolerated in both the home and hospital settings. During the 10-week at-home treatment period of the clinical trial, a total of 2,492 inhalations were self-administered with overall high treatment compliance (>90%). There were no SAEs related to treatment discontinuations reported over the 12-week treatment or 12-week follow up periods. Key efficacy endpoints showed strong results with improvement seen in the majority of quality-of-life domains. Respiratory function and physical function were maintained during treatment and follow-up. Trends in the reduction of microbial load were observed and one patient achieved culture conversion with three consecutive negative sputum samples. We anticipate commencing a pivotal clinical trial, pending funding, in calendar year 2026 following discussions with the FDA.

Current wording

After completion of the clinical trial, we presented positive results at the 2022 American College of Chest Physicians (“CHEST”) annual meeting, further supporting development of intermittent high dose NO for the treatment of NTM. The clinical trial demonstrated that high dose NO treatment was well-tolerated in both the home and hospital settings. During the 10-week at-home treatment period of the clinical trial, a total of 2,492 inhalations were self-administered with overall high treatment compliance (>90%). There were no SAEs related to treatment discontinuations reported over the 12-week treatment or 12-week follow up periods. Key efficacy endpoints showed strong results with improvement seen in the majority of quality-of-life domains. Respiratory function and physical function were maintained during treatment and follow-up. Trends in the reduction of microbial load were observed and one patient achieved culture conversion with three consecutive negative sputum samples. We anticipate having discussions with the FDA in calendar 2026 to identify a path forward.

Previous wording

In the first calendar quarter of 2025, NeuroNos, our majority-owned affiliate, raised $2.0 million in a private placement of common shares. The investors purchased a 11.8% equity ownership in NeuroNos, while Beyond Air maintained 88.2% equity ownership. The private placement remains open to investment at this time. The funding is being used to accelerate ongoing preclinical work, including IND-enabling studies as well as for general corporate purposes.

Current wording

In the first calendar quarter of 2025, NeuroNos, our majority-owned affiliate, raised $2.0 million in a private placement of common shares. An additional $0.5 million was raised in the private placement offering during the third calendar quarter of 2025. In total, the investors purchased a 14.3% equity ownership in NeuroNos, while Beyond Air maintained 85.7% equity ownership. The private placement is closed to investment at this time. The funding is being used to accelerate ongoing preclinical work, including IND-enabling studies as well as for general corporate purposes.

Previous wording

A summary of our critical accounting estimates is discussed in the section entitled “Critical Accounting Estimates” inItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K. There were no material changes to our critical accounting estimates for the three months ended June 30, 2025.

Current wording

A summary of our critical accounting estimates is discussed in the section entitled “Critical Accounting Estimates” inItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K. There were no material changes to our critical accounting estimates for the six months ended September 30, 2025.

Previous wording

Below are the results of operations for the three months ended June 30, 2025 and June 30, 2024:

Current wording

Below are the results of operations for the three and six months ended September 30, 2025 and September 30, 2024:

Previous wording

Comparison of Three Months Ended June 30, 2025 with the Three Months Ended June 30, 2024

Current wording

Comparison of Three and Six Months Ended September 30, 2025 with the Three and Six Months Ended September 30, 2024

Previous wording

$1.8 million and $0.7 million revenue was recognized for the three months ended June 30, 2025 and June 30, 2024, respectively. Cost of revenue of $1.6 million and gross profit of $0.2 million were recognized for the three months ended June 30, 2025, compared to a cost of revenue of $1.0 million and gross losses of $0.3 million for the three months ended June 30, 2024.

Current wording

$1.8 million and $0.8 million revenue was recognized for the three months ended September 30, 2025 and September 30, 2024, respectively. Cost of revenue of $2.1 million and gross losses of $0.3 million were recognized for the three months ended September 30, 2025, compared to a cost of revenue of $1.9 million and gross losses of $1.1 million for the three months ended September 30, 2024.

Previous wording

Revenues continue to expand as we continue to sign hospital contracts and begin selling into international markets. The increase in gross profit is primarily associated with sales growth, partially offset by one-time costs required to upgrade our existing fleet of devices and provisions for excess inventory.

Current wording

Revenues continue to expand as we continue to sign hospital contracts and begin selling into international markets. The reduction in gross losses is primarily associated with sales growth, partially offset by one-time costs required to upgrade our existing fleet of devices and provisions for excess inventory.

Previous wording

Research and development expenses for the three months ended June 30, 2025 were $3.1 million as compared to $6.0 million for the three months ended June 30, 2024. The decrease of $2.9 million was primarily attributed to a decrease in spend in salaries $1.3 million ($0.5 million in Beyond Air and $0.8 million in Beyond Cancer), stock-based compensation costs $0.3 million ($0.1 million in Beyond Air and $0.2 million in Beyond Cancer), pre-clinical studies $0.3 million ($0.1 million in NeuroNos and $0.2 million in Beyond Cancer), clinical studies $0.1 million in Beyond Air, professional fees $0.2 million and a reduction in Gen II device development costs of $0.2 million in Beyond Air.

Current wording

Research and development expenses for the three months ended September 30, 2025 were $2.5 million as compared to $4.6 million for the three months ended September 30, 2024. The decrease of $2.1 million was primarily attributed to a decrease in spend in salaries $0.6 million ($0.3 million in Beyond Air and $0.3 million in Beyond Cancer), stock-based compensation costs $0.1 million (less than $0.1 million in Beyond Air and less than $0.1 million in Beyond Cancer), pre-clinical expenses $0.2 million ($0.1 million in Beyond Cancer and $0.1 million in NeuroNos), professional fees $0.2 million ($0.1 million in Beyond Air and $0.1 million in Beyond Cancer), and a reduction in Gen II device development costs of $1.0 million.

Previous wording

Selling, general and administrative expenses for the three months ended June 30, 2025 were $4.7 million as compared to $7.2 million for the three months ended June 30, 2024. The decrease of $2.5 million was attributed primarily to a decrease in spend in salaries $0.8 million ($0.7 million in Beyond Air and $0.1 million in Beyond Cancer), stock-based compensation costs $1.5 million ($0.8 million in Beyond Air and $0.7 million in Beyond Cancer), $0.1 million marketing and advertising costs for Beyond Air and $0.1 million in legal fees.

Current wording

Selling, general and administrative expenses for the six months ended September 30, 2025 were $9.6 million as compared to $14.4 million for the six months ended September 30, 2024. The decrease of $4.8 million was attributed primarily to a decrease in spend in salaries $1.4 million ($1.1 million in Beyond Air and $0.3 million in Beyond Cancer), stock-based compensation costs $2.7 million ($1.3 million in Beyond Air and $1.5 million in Beyond Cancer, partially offset by reduction of $0.1 million in NeuroNos), $0.4 million of legal fees, $0.1 million marketing and advertising costs for Beyond Air, $0.1 million travel expenses, and $0.1 million of facility expenses, partially offset by an increase of $0.2 million in royalties.

Previous wording

Other expense for the three months ended June 30, 2025 were $0.5 million as compared to other income of $0.5 million for the three months ended June 30, 2024. The increase in expense of $1.0 million was attributed primarily to the prior period gain associated with the change in fair value of the derivative liability of $1.0 million. The derivative liability was extinguished in the prior year and no fair value measurement of such instrument occurred during the current period. Additionally, the decrease in interest expense of $0.5 million is due to the Company’s current debt facility compared to the debt outstanding in the comparative period. The decrease in interest expense is offset by a $0.4 million decrease of dividend and interest income.

Current wording

Other expense for the six months ended September 30, 2025 were $1.1 million as compared to other expense of $0.7 million for the six months ended September 30, 2024. The increase in expense of $0.4 million was attributed primarily to the change in fair value of the derivative liability that was extinguished in the prior year and no fair value measurement of such instrument occurred during the current period. Additionally, the decrease in interest expense of $0.7 million is due to the Company’s current debt facility compared to the debt outstanding in the comparative period. The decrease in interest expense is offset by a $0.4 million decrease of dividend and investment income.

Previous wording

Net loss attributed to non-controlling interests for the three months ended June 30, 2025, was $0.4 million, compared to $0.9 million for the three months ended June 30, 2024. Non-controlling interests represent 20% of the net loss of our Beyond Cancer subsidiary and 11.8% of the net loss of our NeuroNos subsidiary.

Current wording

Net loss attributed to non-controlling interests for the three months ended September 30, 2025, was $0.3 million, compared to $0.7 million for the three months ended September 30, 2024. Net loss attributed to non-controlling interests for the six months ended September 30, 2025, was $0.7 million, compared to $1.5 million for the six months ended September 30, 2024. Non-controlling interests represent 20% of the net loss of our Beyond Cancer subsidiary and 11.8% of the net loss of our NeuroNos subsidiary based on the ownership structure during the majority of the reporting periods.

Previous wording

Net loss attributed to common stockholders of Beyond Air, Inc for the three months ended June 30, 2025, was $7.8 million or a loss of $1.53 per share, basic and diluted. Our net loss attributed to common stockholders of Beyond Air, Inc for the three months ended June 30, 2024 was $12.2 million or a loss of $5.32 per share, basic and diluted.

Current wording

Net loss attributed to common stockholders of Beyond Air, Inc for the three months ended September 30, 2025, was $7.9 million or a loss of $1.25 per share, basic and diluted. Our net loss attributed to common stockholders of Beyond Air, Inc for the three months ended September 30, 2024 was $13.4 million or a loss of $5.67 per share, basic and diluted.

Previous wording

Below is a summary of our cash flows activities for the three months ended June 30, 2025 and June 30, 2024:

Current wording

Below is a summary of our cash flows activities for the six months ended September 30, 2025 and September 30, 2024:

Previous wording

For the three months ended June 30, 2025, the net cash used in operating activities was $4.5 million which was primarily due to our net loss of $8.1 million, which includes $1.6 million of stock-based compensation, $0.8 million of depreciation and amortization, $0.6 million in prepayments and other assets, and $0.4 million of paid in kind interest and amortization of debt discount associated with the Loan Agreement.

Current wording

For the six months ended September 30, 2025 the net cash used in operating activities was $9.0 million which was primarily due to our net loss of $16.3 million, which includes $3.4 million of stock-based compensation, $1.6 million of depreciation and amortization, and $1.0 million of paid in kind interest and amortization of debt discount associated with the Loan Agreement, in addition to $0.9 million in prepayments and other assets.

Previous wording

For the three months ended June 30, 2024, net cash provided by investing activities was $3.1 million which was mainly attributable to a net redemption of investments in marketable securities of $5.8 million and for the purchase of property and equipment of $2.7 million.

Current wording

For the six months ended September 30, 2025, net cash provided by investing activities was $0.8 million which was mainly attributable to a net redemption of investments in marketable securities of $1.3 million and invested $0.4 million for the purchase of property and equipment, mainly LungFit PH devices.

Previous wording

For the three months ended June 30, 2025, net cash provided by investing activities was $0.6 million. In the three months ended June 30, 2025, the Company redeemed a net $0.8 million of excess cash in high quality, short term, U.S. dollar denominated marketable equities with high liquidity and invested $0.2 million for the purchase of property and equipment, mainly LungFit PH devices.

Current wording

For the six months ended September 30, 2024, net cash provided by investing activities was $19.3 million which was mainly attributable to a net redemption of investments in marketable securities of $23.1 million and invested $3.8 million for the purchase of property and equipment, mainly LungFit PH devices.

Previous wording

Net cash provided by financing activities for the three months ended June 30, 2025 was $4.1 million, mainly from the issuance of common stock in connection with the At-The-Market Offering Sales Agreement with BTIG, Inc (the “2025 ATM”) of $2.4 million in addition to $2.0 million of advanced financing to the Company from a related party, a director of the Company who is also an existing lender under its Loan Agreement. The Company is currently arranging the terms and expects that such financing will be issued on terms and conditions materially consistent with those of the Loan Agreement.

Current wording

Net cash provided by financing activities for the six months ended September 30, 2025 was $13.0 million, mainly from the issuance of common stock in connection with the At-The-Market Offering Sales Agreement with BTIG, Inc (the “2025 ATM”) of $8.1 million in addition to $3.0 million from the issuance of common stock in connection with the warrant inducement and issuance of additional warrants. Additionally, the Company received $2.0 million of advanced financing from a related party, a director of the Company who is also an existing lender under its Loan Agreement. The Company is currently arranging the terms and expects that such financing will be issued on terms and conditions materially consistent with those of the Loan Agreement.

Previous wording

We have generated revenue of $6.7 million from the sale of products to date. We had an operating cash flow decrease of $4.5 million for the three months ended June 30, 2025 and we have experienced an accumulated loss of $294.0 million since inception through June 30, 2025. As of June 30, 2025, we had cash, cash equivalents and marketable securities of $6.5 million and $0.2 million in restricted cash.

Current wording

We have generated revenue of $8.5 million from the sale of products to date. We had an operating cash flow decrease of $9.0 million for the six months ended September 30, 2025 and we have experienced an accumulated loss of $302.0 million since inception through September 30, 2025. As of September 30, 2025, we had cash, cash equivalents and marketable securities of $10.7 million and $0.2 million in restricted cash.

Previous wording

On February 10, 2025, we entered into the At-The Market Offering Sales Agreement with BTIG, Inc. (the “2025 ATM”). Under the 2025 ATM, we may sell shares of our common stock having aggregate sales proceeds of up to $35.0 million, from time to time and at various prices. Pursuant to the “baby shelf rules” promulgated by the SEC, if our public float is less than $75.0 million as of specified measurement periods, the number of shares of common stock that may be offered and sold by us under a Form S-3 registration statement, including pursuant to the 2025 ATM, in any twelve-month period is limited to an aggregate amount that does not exceed one-third of our public float. As of June 30, 2025, due to the SEC’s “baby shelf rules,” we are permitted to sell up to $5.8 million of shares of common stock pursuant to the 2025 ATM. We will remain subject to the “baby shelf rules” under the Form S-3 registration statement until such time as our public float exceeds $75.0 million. If shares of our common stock are sold, there is a 2.5% fee paid to the sales agent.

Current wording

On February 10, 2025, we entered into the At-The Market Offering Sales Agreement with BTIG, Inc. (the “2025 ATM”). Under the 2025 ATM, we may sell shares of our common stock having aggregate sales proceeds of up to $35.0 million, from time to time and at various prices. Pursuant to the “baby shelf rules” promulgated by the SEC, if our public float is less than $75.0 million as of specified measurement periods, the number of shares of common stock that may be offered and sold by us under a Form S-3 registration statement, including pursuant to the 2025 ATM, in any twelve-month period is limited to an aggregate amount that does not exceed one-third of our public float. As of September 30, 2025, due to the SEC’s “baby shelf rules,” we are permitted to sell up to $0 million of shares of common stock pursuant to the 2025 ATM. We will remain subject to the “baby shelf rules” under the Form S-3 registration statement until such time as our public float exceeds $75.0 million. If shares of our common stock are sold, there is a 2.5% fee paid to the sales agent.

Previous wording

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue operating as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

Current wording

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue operating as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

Previous wording

Our ability to continue to operate beyond the third fiscal quarter of 2026 will be largely dependent upon the successful commercial launch of LungFit® PH, as well as obtaining partners in other parts of the world, and raising additional funds to finance our activities until we are generating cash flow from operations. Further, there are no assurances that we will be successful in obtaining an adequate level of financing for the development and commercialization of our other product candidates.

Current wording

Our ability to continue to operate beyond the second fiscal quarter of 2027 will be largely dependent upon the successful commercial launch of LungFit® PH, as well as obtaining partners in other parts of the world, and raising additional funds to finance our activities until we are generating cash flow from operations. Further, there are no assurances that we will be successful in obtaining an adequate level of financing for the development and commercialization of our other product candidates.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

$3.6 million and $1.5 million revenue was recognized for the six months ended September 30, 2025 and September 30, 2024, respectively. Cost of revenue of $3.7 million and gross losses of $0.1 million were recognized for the six months ended September 30, 2025, compared to a cost of revenue of $2.9 million and gross losses of $1.4 million for the six months ended September 30, 2024.

Current report — wording carried from elsewhere

Other expense for the three months ended September 30, 2025 were $0.6 million as compared to other expense of $1.2 million for the three months ended September 30, 2024. The decrease in expense of $0.6 million was attributed primarily to the prior period loss associated with the partial extinguishment of debt of $0.6 million. The derivative liability was extinguished in the prior year and no fair value measurement of such instrument occurred during the current period. Additionally, the decrease in interest expense of $0.3 million is due to the Company’s current debt facility compared to the debt outstanding in the comparative period.

Current report — wording carried from elsewhere

Net loss attributed to common stockholders of Beyond Air, Inc for the six months ended September 30, 2025, was $15.5 million or a loss of $2.75 per share, basic and diluted. Our net loss attributed to common stockholders of Beyond Air, Inc for the six months ended September 30, 2024 was $25.6 million or a loss of $10.99 per share, basic and diluted.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

On June 2, 2025, the Company received $2.0 million of advanced financing from a director that is also an existing lender under its Loan Agreement. The Company is currently arranging the terms of the additional amounts advanced to the Company and expects that such financing will be issued on terms and conditions that are materially consistent with those of the Loan Agreement.