Beyond Air, Inc.

DEF 14A 1 formdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

BEYOND AIR, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

900 STEWART AVENUE, Suite 301

Garden City, NY 11530

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held at 4:30 p.m. Eastern Time on Thursday, June 18, 2026

Dear Stockholders of Beyond Air, Inc.:

We cordially invite you to attend our special meeting of stockholders, which we refer to as the Special Meeting, of Beyond Air, Inc., a Delaware corporation, which will be held on Thursday, June 18, 2026 at 4:30 p.m. Eastern Time, in person at the offices of Beyond Air, Inc., 900 Stewart Avenue, Suite 301, Garden City, New York, 11530, for the following purposes, as more fully described in the accompanying proxy statement:

The Reverse Split Proposal was approved by the Board, with the specific ratio to be determined by the Board at a later date in its discretion, and requires the affirmative vote of the majority of the shares of our Common Stock present in person, by remote communication, if applicable, or by proxy at the Special Meeting and entitled to vote thereon, to be approved.

The Board has fixed the close of business on April 20, 2026, as the record date for determining the stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournments thereof. Only the stockholders of record of our Common Stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting or any adjournment thereof. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection at our principal offices (upon request to us by mail at 900 Stewart Avenue, Suite 301, Garden City, New York, 11530, Attn: Adam Newman) during regular business hours for the 10 calendar days prior to the Special Meeting.

YOUR VOTE IS IMPORTANT, regardless of the number of shares you own and whether or not you plan to attend the Special Meeting, we urge you to submit your vote via the Internet, telephone or mail.

We appreciate your continued support of Beyond Air.

By order of the Board of Directors,

/s/ Robert Goodman

Chief Executive Officer

Garden City, New York

May 5, 2026

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TABLE OF CONTENTS

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BEYOND AIR, INC.

PROXY STATEMENT

FOR SPECIAL MEETING OF STOCKHOLDERS

To Be Held at 4:30 p.m. Eastern Time on Thursday, June 18, 2026

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the special meeting of stockholders (the “Special Meeting”) of Beyond Air, Inc., a Delaware corporation (the “Company”), and any postponements, adjournments or continuations thereof, which we refer to as the Special Meeting. The Special Meeting will be held on Thursday, June 18, 2026, at 4:30 p.m. Eastern Time, at the offices of Beyond Air, Inc., 900 Stewart Avenue, Suite 301, Garden City, New York, 11530. These proxy materials are first being mailed on or about May 5, 2026, to all stockholders of record, entitled to vote at the Special Meeting. You are invited to attend the Special Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may simply complete, sign and return the related proxy card, or follow the instructions below to submit your proxy by phone or online.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SPECIAL MEETING TO BE HELD ON JUNE 18, 2026.

Our proxy statement is electronically available at proxyvote.com.

FORWARD-LOOKING STATEMENTS.

The Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical facts included in the Proxy Statement are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in this proxy statement. Such risks, uncertainties and other factors include those risks described in under Item 1A of our most recent Annual Report on Form 10-K, as may be updated in our subsequent Quarterly Reports on Form 10-Q, and other subsequent reports and documents that we file with the SEC. We expressly disclaim any obligation to update or alter any statements whether because of new information, future events or otherwise, except as required by law.