Beyond Air, Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on November 21, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Beyond Air, Inc.

(Exact name of registrant as specified in its charter)

900 Stewart Avenue, Suite 301

Garden City, New York 11530

(650) 644-4160

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Steven Lisi Chief Executive Officer Beyond Air, Inc. 900 Stewart Avenue, Suite 301 Garden City, New York 11530 (650) 665-8200 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gregory Sichenzia, Esq.

Avital Perlman, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31 st Floor

New York, NY 10036

(212) 930-9700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS - Subject to Completion

Dated November 21, 2025

1,600,000 Shares of Common Stock

This prospectus relates to the offer and resale, from time to time, of up to 1,600,000 shares of common stock, par value $0.0001 per share, of Beyond Air, Inc., a Delaware corporation (“Beyond Air,” “we,” “us,” “our,” or the “Company”), held by Streeterville Capital, LLC, a Utah limited liability company (“Streeterville” or the “Selling Stockholder”).

The shares of common stock being offered by the Selling Stockholder consist of up to 1,600,000 shares of common stock (the “Put Shares”) that we may issue and sell to Streeterville from time to time after the date of this prospectus, upon the terms and subject to the conditions of, an Equity Purchase Agreement, dated as of November 4, 2025 (the “Purchase Agreement”), that we entered into with Streeterville.

The price that Streeterville will pay for the shares to be resold pursuant to this prospectus will depend upon the timing of sales and will fluctuate based on the trading price of our common stock. See “The Streeterville Transaction” for a description of the Purchase Agreement and “Selling Stockholder” for additional information.

In addition to the purchase right described above, for so long as there is a balance outstanding under that certain Secured Promissory Note in the original principal amount of $12,050,000 issued by Company in favor of Streeterville on November 4, 2025 (the “Note”) and following the occurrence of an Offset Event (as defined in the Purchase Agreement), Streeterville may deliver to Company an Investor Notice (as defined in the Purchase Agreement). Streeterville may select the amount of the Put (as defined in the Purchase Agreement), provided that the amount of the Put shall not exceed the balance owed under the Note and is also subject to certain other limitations as set forth in the Purchase Agreement. Shares sold to Streeterville pursuant to an Investor Notice will be paid for by offsetting the amount of the purchase price to be paid by Streeterville against an amount outstanding under the Note.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the shares by the Selling Stockholder. We may receive gross proceeds of up to $20,000,000 from the sale of our common stock to Streeterville under the Purchase Agreement. Such sales may take place from time to time, in our discretion, after the date of the registration statement of which this prospectus is a part is declared effective and after satisfaction of other conditions in the Purchase Agreement.

Streeterville may sell the common stock described in this prospectus in a number of different ways and at varying prices. Streeterville is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). See “Plan of Distribution” on page 12 for more information about how Streeterville may sell the shares of common stock being registered pursuant to this prospectus.

Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”), under the symbol “XAIR.” On November 20, 2025, the last reported sale price of our common stock on Nasdaq was $1.23 per share.

Except for the financial statements from the Annual Report on Form 10-K for the year ended March 31, 2025, which are incorporated by reference herein, all historical share and per share information in this prospectus gives retroactive effect to a 1-for-20 reverse split of our common stock that became effective on July 14, 2025.

We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Emerging Growth Company” and “Prospectus Summary—Smaller Reporting Company.”

Investing in our common stock involves a high degree of risk. See the “Risk Factors” section beginning on page 4 of this prospectus and in the documents incorporated by reference into this prospectus for the risks and uncertainties you should consider before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025

TABLE OF CONTENTS

Neither we nor the Selling Stockholder has authorized anyone to provide any information to you other than the information contained in this prospectus and the documents incorporated by reference herein. Neither we nor the Selling Stockholder take any responsibility for, and can provide no assurance as to the reliability of, any information that others may give to you. This prospectus is an offer to sell only the shares of common stock offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or incorporated by reference herein is current only as of its date, regardless of its time of delivery or the time of any sale of shares of common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.