Beyond Air, Inc.
For the period ended Mar 31, 2026. Filed Jun 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Jun 26, 2026
XAIR$2.16-0.9%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2025-03-31; filed 2025-06-20.
0001641172-25-015750
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2026-03-31; filed 2026-06-26.
0001493152-26-030287
Item 1A. Risk FactorsThe 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 245 previous paragraphs and 249 current paragraphs.
238 unchanged; 6 reworded; 5 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 21 previous and 21 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 (5)
Current report
Our products may rely on embedded software, digital interfaces, electronic components and interoperability with hospital or clinical infrastructure, including ventilators, monitoring systems and gas-delivery systems. Certain deployments of our systems may operate in limited-connectivity, isolated or “air-gapped” clinical environments. Despite such architecture, these systems may remain vulnerable to cybersecurity incidents through removable media, servicing activities, third-party maintenance tools, software updates, configuration errors, unauthorized physical access or supply-chain compromise. Any cybersecurity incident affecting our products, infrastructure, suppliers, distributors, hospital customers or service providers could result in device malfunction, interruption of therapy delivery, data integrity issues, recalls, remediation costs, litigation, reputational harm, regulatory scrutiny or patient safety events.
Current report
Remediation of cybersecurity vulnerabilities affecting our products may require extensive validation, customer coordination, regulatory review or on-site servicing activities, which could delay implementation of corrective measures and increase operational costs.
Current report
Changes in regulatory expectations relating to software-enabled medical devices, cybersecurity, or interoperability may increase our compliance costs, require design modifications, delay approvals or require additional post-market controls.
Current report
We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing conflicts in the Middle East, including conflicts involving Iran and Israel. On February 28, 2026, a significant military conflict commenced involving the United States, the State of Israel, and Iran, significantly escalating regional hostilities. This situation has led to the declaration of a nationwide state of emergency in Israel, the closure of regional airspace, and retaliatory missile strikes impacting multiple nations in the Middle East.
Current report
Although the length and impact of the ongoing military conflict is highly unpredictable, the impact of these military conflicts could lead to market disruptions, including significant volatility in prices, credit and capital markets, as well as supply chain interruptions. Disruption of global financial markets and a recession or market correction, including the significant tariffs imposed by the United States on imports from other countries and other global macroeconomic factors such as inflation and rising interest rates, could reduce our ability to access capital, which could in the future negatively affect our liquidity and could materially affect our business. Our business, financial condition and results of operations may be materially and adversely affected by any negative impact on the global economy and capital markets resulting from such conflicts or any other geopolitical tensions. U.S. and global markets have experienced and will likely continue to experience volatility and disruption following the escalation of geopolitical tensions and the start of the conflicts in the Middle East.
Removed paragraphs (1)
Previous report
Furthermore, as of June 18, 2025, the closing price of our Common Stock was $0.2023. Pursuant to Nasdaq Rule 5810(c)(3)(A)(iii), if the closing price of our common stock is $0.10 or less for 10 consecutive trading days, we will be issued a Staff Delisting Determination by Nasdaq. If we receive a Staff Delisting Determination Letter resulting from our common stock trading at or below $0.10 for 10 consecutive trading days, we will have 7 calendar days to request a hearing before a Nasdaq hearings panel to review the Staff Delisting Determination, which will determine the delisting of our common stock by Nasdaq. A hearing would then take place within 45 days of the hearing request to determine whether or not our common stock would be delisted. If, in the future, we receive a Staff Delisting Determination there can be no assurance that we would be successful in preventing a determination by the Nasdaq hearing panel that our stock will be delisted.
Reworded paragraphs (6)
Previous wording
The Company has incurred recurring net losses, including a net loss of $48.5 million for the year ended March 31, 2025, compared to $64.3 million for the year ended March 31, 2024 and the Company’s operations have not provided net positive cash flows in the year ended March 31, 2025. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate positive cash flows from operations and to secure additional sources of equity and/or debt financing. Despite the Company’s intent to fund operations through equity and debt financing arrangements, there is no assurance that such financing will be available on terms acceptable to the Company, if at all.
Current wording
The Company has incurred recurring net losses, including a net loss of $34.3 million for the year ended March 31, 2026, compared to $48.5 million for the year ended March 31, 2025 and the Company’s operations have not provided net positive cash flows in the year ended March 31, 2026. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate positive cash flows from operations and to secure additional sources of equity and/or debt financing. Despite the Company’s intent to fund operations through equity and debt financing arrangements, there is no assurance that such financing will be available on terms acceptable to the Company, if at all.
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 and Chairman Steven Lisi and director Robert Carey. The Loan Agreement provides for a $11,500,000 loan. The loan bears interest at a rate per annum (subject to increase during an event of default) equal to 15% of which 3% shall be payable in cash and 12% payable in kind through June 30, 2026 and thereafter all in cash. If not earlier repaid in full, the outstanding principal amount of the loan, together with any accrued and unpaid interest, shall be due and payable on October 4, 2034. The Company’s obligations under the Loan Agreement are secured by substantially all of the Company’s assets.
Current wording
On November 1, 2024 we entered into a loan and security agreement, and subsequently on November 3, 2025, we entered into an amended and restated loan agreement (as amended, the “Amended Loan Agreement”) for a secured loan with certain lenders including our former chief executive officer and chairman Steven Lisi and Robert Carey, our present Chairman. The Amended Loan Agreement provides for a $13,500,000 loan. The loan bears interest at a rate per annum (subject to increase during an event of default) equal to 15% of which 3% shall be payable in cash and 12% payable in kind through June 30, 2026 and thereafter all in cash. If not earlier repaid in full, the outstanding principal amount of the loan, together with any accrued and unpaid interest, shall be due and payable on October 4, 2034. The Company’s obligations under the Loan Agreement are secured by substantially all of the Company’s assets.
Previous wording
In the year ended March 31, 2025, the Company purchased approximately 87% of its materials from a third-party vendor. In the year ended March 31, 2024, the Company purchased approximately 75% of its materials from a third-party vendor.
Current wording
In the year ended March 31, 2026, the Company purchased approximately 74% and 18% of its materials from two third-party vendors. In the year ended March 31, 2025, the Company purchased approximately 85% of its materials from a third-party vendor.
Previous wording
As of March 31, 2025, we had a total of 61 full-time employees between us and our subsidiaries and a number of dedicated consultants, all of whom work for us on a part-time basis. In addition, any of our employees and consultants may leave the Company at any time, subject to certain notice periods. The loss of the services of any of our executive officers or any key employees or consultants would adversely affect our ability to execute our business plan and harm our operating results.
Current wording
As of March 31, 2026, we had a total of 54 full-time employees between us and our subsidiaries and a number of dedicated consultants, all of whom work for us on a part-time basis. In addition, any of our employees and consultants may leave the Company at any time, subject to certain notice periods. The loss of the services of any of our executive officers or any key employees or consultants would adversely affect our ability to execute our business plan and harm our operating results.
Previous wording
In October 2023, Hamas conducted several terrorist attacks in Israel resulting in ongoing war across the country, forcing the closure of the Company’s offices in Israel for several days. Any armed conflicts, terrorist activities or political instability involving Israel or other countries in the region could adversely affect the Company’s business. Moreover, the Company has a significant number of employees located in Israel. The Company’s operations could also be disrupted by the absence for significant periods of one or more key employees or a significant number of other employees because of military service. While there are business continuity plans in place to address the military call-ups, any of these circumstances could have a material adverse effect on the Company’s business.
Current wording
Any armed conflicts, terrorist activities or political instability involving Israel or other countries in the region could adversely affect the Company’s business. Moreover, the Company has a significant number of employees located in Israel. The Company’s operations could also be disrupted by the absence for significant periods of one or more key employees or a significant number of other employees because of military service. While there are business continuity plans in place to address the military call-ups, any of these circumstances could have a material adverse effect on the Company’s business.
Previous wording
On August 8, 2024, we received a letter from Nasdaq notifying us that we were no longer in compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq under the Bid Price Rule. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until February 4, 2025, to regain compliance with the Bid Price Rule. On February 5, 2025, Nasdaq notified the Company that Nasdaq’s Staff has determined that the Company is eligible for an additional 180 calendar day period, or until August 4, 2025, to regain compliance. If we fail to regain compliance with the Bid Price Rule until August 4, 2025, or if we fail to continue to meet all applicable continued listing requirements for Nasdaq in the future, Nasdaq could delist our securities. Although Nasdaq has granted us additional 180 calendar days, to regain compliance with the Bid Price Rule, there can be no assurance that we will regain such compliance, or that we will maintain compliance with all applicable continued listing requirement for Nasdaq in the future, and Nasdaq could make a determination to delist our common stock.
Current wording
On April 7, 2026, we received a letter from Nasdaq notifying us that we were no longer in compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq under the Bid Price Rule. While companies are typically afforded a 180-calendar day compliance period to comply with the Bid Price Rule, the Notice stated that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), we were not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) due to the fact that we had effected a reverse stock split over the prior one-year period. We had effected a 1-for-20 reverse stock split on July 14, 2025. Following a delisting appeal and hearing, Nasdaq hearing Panel granted our request for continued listing on Nasdaq, subject to certain conditions. pursuant to Nasdaq Listing Rule 5815(d)(4)(A), we will be subject to a Discretionary Panel Monitor for a period of one year from the date the Company regains compliance with the Bid Price Rule. If we fail to regain compliance with the Bid Price Rule by July 31, 2026, or if we fail to continue to meet all applicable continued listing requirements for Nasdaq in the future, Nasdaq would promptly issue a written determination to delist our securities.