Beyond Air, Inc.

There have been no material changes to the risk factors previously disclosed in Part I, “Item 1A. Risk Factors” of our 2025 Annual Report on Form 10-K except as set forth below.

The proposed transaction involving NeuroNOS Ltd. may not be consummated, which could materially and adversely affect our business, financial condition, and the value of our securities.

We have entered into a binding letter of intent with XTL Biopharmaceuticals Ltd. relating to the proposed acquisition of NeuroNOS Ltd. Completion of the proposed transaction is subject to a number of conditions, including the negotiation and execution of definitive agreements and satisfaction of customary closing conditions and approvals. There can be no assurance that these conditions will be satisfied or that the proposed transaction will be completed on the terms currently contemplated, or at all. If the proposed transaction is delayed or not consummated, we may incur significant costs and expenses, experience diversion of management time and resources, and face uncertainty regarding the future strategic direction of NeuroNOS Ltd. In addition, we may be required to pursue alternative strategic or financing arrangements with respect to NeuroNOS Ltd., which may not be available on favorable terms, if at all.The failure to complete the proposed transaction could adversely affect our business, financial condition, and the market price of our common stock.