Beyond Air, Inc.

Previous wording

$3.7 million and $1.2 revenue was recognized for the years ended March 31, 2025 and March 31, 2024 respectively. Cost of revenue of$5.4 million and gross losses of$1.7 million were recognized for the year ended March 31, 2025 compared to a cost of revenue of $2.5 million and gross losses of $1.3 million for the year ended March 31, 2024.

Current wording

Revenue was $7.7 million and $3.7 for the years ended March 31, 2026 and March 31, 2025 respectively. Cost of revenue of$7.4 million and gross profit of$0.3 million were recognized for the year ended March 31, 2026 compared to a cost of revenue of $5.4 million and gross losses of $1.7 million for the year ended March 31, 2025.

Previous wording

Selling, general and administrative expenses for the year ended March 31, 2025 and March 31, 2024 were $26.0 million and $37.3 million, respectively. The decrease of $11.3 million was attributed primarily to a decrease in spend in salaries $1.8 million ($2.7 million in Beyond Air offset by an increase of $0.9 million in Beyond Cancer), $8.3 million due to stock based compensation cost ($2.3 million in Beyond Air and $6.0 million in Beyond Cancer), $0.6 million professional fees ($0.8 million in Beyond Air offset by increased spend $0.1 million in Beyond Cancer and $0.1 million in NeuroNos), $0.3 million marketing and advertising costs for Beyond Air, $0.4 million rent costs ($0.2 million in Beyond Air and $0.2 million in Beyond Cancer), $0.4 million travel costs ($0.3 million in Beyond Air and $0.1 million in Beyond Cancer) offset by an increase in Beyond Air of $0.4 million in legal fees and $0.2 million in royalty payments.

Current wording

Selling, general and administrative expenses for the year ended March 31, 2026 were $19.1 million as compared to $26.0 million for the year ended March 31, 2025. The decrease of $6.9 million was attributed primarily to a decrease in salaries of $1.0 million ($0.6 million in Beyond Air and $0.5 million in Beyond Cancer, partially offset by increase of $0.1 million in NeuroNos), stock-based compensation costs of $4.5 million ($3.4 million in Beyond Air and $1.1 million in Beyond Cancer, partially offset by increase of $0.1 million in NeuroNos), legal fees of $0.7 million, travel expenses of $0.3 million, and facility expenses of $0.2 million, partially offset by an increase of $0.4 million in royalties.

Previous wording

Net loss attributed to non-controlling interest for the year ended March 31, 2025, was $1.9 million for the year ended March 31, 2025, compared to $4.1 million for the year ended March 31, 2024. Non-controlling interest represents 20% of the net loss of our Beyond Cancer subsidiary and 11.76% of the net loss of our NeuroNos subsidiary. The year-on-year variance is due to a decrease in the net loss of Beyond Cancer partially offset by the loss in NeuroNos, which the non-controlling interest was established in the current fiscal year.

Current wording

Net loss attributed to non-controlling interests for the year ended March 31, 2026 was $1.1 million, compared to $1.9 million for the year ended March 31, 2025. Non-controlling interests represent 20% of the net loss of our Beyond Cancer subsidiary and the applicable ownership structure during each reporting period of the net loss of our NeuroNos subsidiary.

Previous wording

Net loss attributed to common stockholders for the year ended March 31, 2025, was $46.6 million or a loss of $0.69 per share, basic and diluted, as a result of the foregoing. Our net loss attributed to common stockholders for the year ended March 31, 2024, was $60.3 million or a loss of $1.82 per share, basic and diluted.

Current wording

Net loss attributed to common stockholders of Beyond Air, Inc. for the year ended March 31, 2026 was $33.2 million or a loss of $4.01 per share, basic and diluted. Our net loss attributed to common stockholders of Beyond Air, Inc. for the year ended March 31, 2025 was $46.6 million or a loss of $13.77 per share, basic and diluted.

Previous wording

We have generated revenue of $4.9 million from the sale of products to date. We had an operating cash flow decrease of $38.2 million for the year ended March 31, 2025 and we have experienced an accumulated loss of $286.3 million since inception through March 31, 2025. As of March 31, 2025, we had cash, cash equivalents and marketable securities of $6.9 million and $0.2 million in restricted cash.

Current wording

We have generated revenue of $12.5 million from the sale of products to date. We had an operating cash flow decrease of $18.1 million for the year ended March 31, 2026 and we have experienced an accumulated loss of $319.6 million since inception through March 31, 2026. As of March 31, 2026, we had cash, cash equivalents and marketable securities of $11.6 million and $5.6 million in restricted cash.

Previous wording

We expect to incur net losses and have significant cash outflows for at least the next twelve months. Management believes these factors raise substantial doubt about the Company’s ability to meet its obligations with cash on hand and concluded that the Company will require additional funding within one year from the date these financial statements are issued.

Current wording

We expect to incur net losses and have net cash outflows for at least the next twelve months. Management believes these factors raise substantial doubt about the Company’s ability to meet its obligations with cash on hand and concluded that the Company will require additional funding within one year from the date these financial statements are issued.

Previous wording

On November 1, 2024, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) for a secured loan with certain lenders, including its Chief Executive Officer Steven Lisi and director Robert Carey, for an aggregate principal balance of $11.5 million. The Loan Agreement was approved by each of the Company’s independent and disinterested directors, following the receipt of a recommendation from an independent investment bank. The Loan Agreement provides for the following terms: (i) principal amount of $11,500,000; (ii) ten-year term; (iii) interest of 15% per annum, of which 3% shall be payable in cash and 12% payable in kind through June 30, 2026 and thereafter all in cash; (iv) a royalty interest of 8% of the Company’s net sales on a quarterly basis from July 2026 until the facility is repaid in full; (v) the Company’s obligations will be secured by substantially all of the Company’s assets and (vi) the Company shall issue the lenders warrants to purchase shares of the Company’s common stock at an exercise price of $0.3793 per share.

Current wording

On November 1, 2024, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) and subsequently on November 3, 2025 the Company amended and restated the Loan Agreement (as amended, the “Amended Loan Agreement”) for a secured loan with certain lenders, including its former chief executive officer, Steven Lisi, and director Robert Carey, for an aggregate principal amount of $13.5 million. The Loan Agreement was approved by each of the Company’s independent and disinterested directors, following the receipt of a recommendation from an independent investment bank. The Amended Loan Agreement provides for the following terms: (i) principal amount of $13,500,000; (ii) ten-year term; (iii) interest of 15% per annum, of which 3% shall be payable in cash and 12% payable in kind through June 30, 2026 and thereafter all in cash; (iv) a royalty interest of 8% of the Company’s net sales on a quarterly basis from July 2026 until the facility is repaid in full; (v) the Company’s obligations will be secured by substantially all of the Company’s assets and (vi) the Company issued the lenders warrants to purchase shares of the Company’s common stock. Concurrent with entering into the Amended Loan Agreement, 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 warrants from $7.586 per share to $1.95 per share.

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 March 31, 2025, due to the SEC’s “baby shelf rules,” we were permitted to sell up to $6.6 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 March 31, 2026, 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

On September 26, 2024, the Company, entered into a securities purchase agreement (the “Securities Purchase Agreement II”) with certain institutional and accredited investors, including certain directors and officers of the Company. Pursuant to the purchase agreement, the Company sold to the investors in a private placement offering, (i) an aggregate of 24,999,999 shares of Common Stock”, at a purchase price of $0.5043 per Share, (ii) pre-funded warrants to purchase up to 15,848,712 shares of common stock at a purchase price of $0.5042 per pre-funded warrant and (iii) warrants to purchase up to 40,848,711 shares of common stock, for aggregate for gross proceeds of $20.6 million (which includes $2.0 million from related parties). Each share and each pre-funded warrant was sold with an accompanying common warrant to purchase one share of common stock. The pre-funded warrants have an exercise price of $0.0001 per share, and the common warrants have an exercise price of $0.3793 per share. Members of the Board of Directors and certain executives of the Company are considered related parties to this offering. The offering closed on December 31, 2024. The Company received net proceeds of $18.9 million after deductions for placement agent commissions and other offering costs of $1.4 million and $0.3 million, respectively. (See Note 4 to our financial statements for the fiscal year ended March 31, 2025).

Current wording

On January 14, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor. Pursuant to the Purchase Agreement, the Company sold to the investor, and the investor purchased from the Company, in a private placement offering, an aggregate of (i) 524,990 shares (the “Shares”) of the Company’s common stock, at a purchase price of $1.272 per Share, (ii) pre-funded warrants to purchase up to 3,405,828 shares of Common Stock (the “Pre-funded Warrants”) at a purchase price of $1.2719 per Pre-funded Warrant and (iii) warrants to purchase up to 3,930,818 shares of Common Stock (the “Common Warrants”, and together with the Pre-funded Warrants the “Warrants”), for aggregate gross proceeds under the Purchase Agreement of $5,000,000. The Pre-funded Warrants have an exercise price of $0.0001 per share, and the Common Warrants have an exercise price of $1.147 per share. The offering closed on January 16, 2026, on satisfaction of customary closing conditions.

Previous wording

With respect to Beyond Cancer, discussions with investors continue in parallel to the advancement to a phase 1b combination study of UNO with anti-PD1 therapy. Current cash on hand is expected to be sufficient to complete the phase 1b study.

Current wording

With respect to Beyond Cancer, discussions with investors continue in parallel to the advancement to a phase 1b combination study of UNO with anti-PD1 therapy and other strategic alternatives.

Previous wording

On May 25, 2021, the Company and Circassia entered into a settlement agreement (“the Settlement Agreement”) resolving all claims by and between the parties and mutually terminating the agreement with Circassia disclosed in Note 9 to our financial statements for the fiscal year ended March 31, 2025. Pursuant to the terms of the Settlement Agreement, the Company agreed to pay Circassia $10.5 million in three installments, all of which has been paid. Additionally, beginning in the third fiscal quarter of 2025, Circassia will receive a quarterly royalty payment equal to 5% of LungFit® PH net sales in the U.S. until the final $6.0 million has been paid. As of March 31, 2025, less than $0.1 million of royalty has been paid.

Current wording

On May 25, 2021, the Company and Circassia entered into a settlement agreement (“the Settlement Agreement”) resolving all claims by and between the parties and mutually terminating the agreement with Circassia. Pursuant to the terms of the Settlement Agreement, the Company agreed to pay Circassia $10.5 million in three installments, all of which has been paid. Additionally, starting in 2025, Circasia began receiving a quarterly royalty payment equal to 5% of LungFit® PH net sales in the U.S. This royalty will terminate once the aggregate payment reaches $6.0 million. As of March 31, 2026, approximately $0.4 million of royalties have been paid.

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 fourth fiscal quarter of 2027 will be largely dependent upon the successful commercial launch of LungFit® PH, obtaining partners in other parts of the world, the timing of the FDA approval for LungFit PH 2 and possibly 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.

Previous wording

Below is a summary of the statements of cash flows for the years ended March 31, 2025 and March 31, 2024.

Current wording

Below is a summary of the statements of cash flow activities for the years ended March 31, 2026 and March 31, 2025.

Previous wording

For the year ended March 31, 2025, net cash used by operating activities was $38.2 million, which was primarily due to our net loss of $48.5 million which includes $9.1 million of stock-based compensation, $3.0 million of depreciation and amortization, a non-cash loss of $2.4 million on the extinguishment of debt, an impairment of fixed assets charge $0.5 million, a $0.4 million increase in accounts receivable, a $0.4 million increase in inventory, partially offset by a $1.0 million decrease in prepaid accounts, a decrease in accrued liabilities $6.4 million (which included $4.5 million in payment of the final tranche of a May 2021 settlement with Circassia). For the year ended March 31, 2024, net cash used by operating activities was $56.0 million, which was primarily due to our net loss of $64.3 million, which includes $21.3 million of stock-based compensation, $0.4 million received in grant payments, $2.0 million of depreciation and amortization partially offset by a $1.6 million increase in prepaid accounts, a $0.3 million increase in accounts receivable, a $1.0 million increase in inventory, ($3.5) million in payment of the second tranche of a May 2021 settlement with Circassia, ($2.9) million for the Hudson settlement and ($7.6) million attributable to the resolution of the Empery Suit.

Current wording

For the year ended March 31, 2025, the net cash used in operating activities was $38.2 million, which was primarily due to our net loss of $48.5 million which includes $9.1 million of stock-based compensation, $3.0 million of depreciation and amortization, a non-cash loss of $2.4 million on the extinguishment of debt, an impairment of fixed assets charge $0.5 million, a $0.4 million increase in accounts receivable, a $0.4 million increase in inventory, partially offset by a $1.0 million decrease in prepaid accounts, a decrease in accrued liabilities $6.4 million (which included $4.5 million in payment of the final tranche of a May 2021 settlement with Circassia).

Previous wording

For the year ended March 31, 2025, cash provided by investing activities was $14.9 million which was primarily from investments in marketable securities from net proceeds received from the purchase and sale of marketable securities of $20.8 million in the fiscal year, and the purchase of property and equipment for $5.9 million. For the year ended March 31, 2024, cash used in investing activities was $12.2 million which was primarily from investments in marketable securities from net proceeds received from the purchase and sale of marketable securities of $6.5 million in the fiscal year, and the purchase of property and equipment for $5.7 million.

Current wording

For the year ended March 31, 2025, cash provided by investing activities was $14.9 million which was attributable to a net redemption of investments in marketable securities of $20.8 million and investment of $5.9 million for the purchase of property and equipment, mainly LungFit® PH devices.

Previous wording

For the year ended March 31, 2025, net cash provided by financing activities was $16.6 million, mainly from the issuance of securities through securities purchase agreements which the net proceeds were $18.8 million, $11.3 million payment received on the loan agreement, and the issuance of common stock in connection with an At-The-Market Offering Sales Agreement with Truist Securities, Inc. (the “2022 ATM”) of $0.7 million and $1.5 million in connection with the 2025 ATM partially offset by $18.0 million from the payment of long- and short-term loans, including a $17.5 million repayment to Avenue Capital. For the year ended March 31, 2024, net cash provided by financing activities was $43.2 million, mainly from the Loan Agreement of which the net proceeds were $15.8 million, the issuance of common stock in connection with the 2022 ATM of $13.4 million, and the registered direct offering (the “Registered Offering”) pursuant to a securities purchase agreement dated March 20, 2024 with Roth Capital Partners, LLC and Laidlaw & Company (UK) Ltd. of $14.6 million***,*** the issuance of common stock in connection with the exercise of options ($0.2 million) partially offset by $0.8 million from the payment of short-term loans.

Current wording

For the year ended March 31, 2025, net cash provided by financing activities was $16.6 million, mainly from the issuance of securities through securities purchase agreements which the net proceeds were $18.8 million, $11.3 million payment received on the loan agreement, and the issuance of common stock in connection with an At-The-Market Offering Sales Agreement with Truist Securities, Inc. (the “2022 ATM”) of $0.7 million and $1.5 million in connection with the 2025 ATM partially offset by $18.0 million from the payment of long- and short-term loans, including a $17.5 million repayment to Avenue Capital.