Beyond Air, Inc.

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 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 4:30 p.m. Eastern Time on Thursday, December 10, 2026

Dear Stockholders of Beyond Air, Inc.:

We cordially invite you to attend the annual meeting of stockholders, which we refer to as the Annual Meeting, of Beyond Air, Inc., a Delaware corporation, which will be held on Thursday, December 10, 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:

Our Board of Directors has fixed the close of business on October 12, 2026, as the record date for the Annual Meeting (“Record Date”). Only stockholders of record on October 12, 2026, are entitled to notice of and to vote at the Annual Meeting, including any adjournment(s) or postponement(s) thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. For specific instructions on how to vote your shares, please refer to the instructions in the Notice of Internet Availability of Proxy Materials (the “Notice”) you received in the mail and the additional information in the accompanying proxy statement. Other detailed information about our business and operations, including our audited financial statements, is included in our Annual Report on Form 10-K for the year ended March 31, 2026 (the “Annual Report”). We urge you to read and consider these documents carefully.

On or about October 30, 2026, we expect to mail to our stockholders the Notice containing instructions on how to access our proxy statement and our Annual Report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our Annual Report can be accessed directly at the following Internet address: www.proxyvote.com. All you have to do is enter the control number located on your Notice or proxy card.

YOUR VOTE IS IMPORTANT, regardless of the number of shares you own and whether or not you plan to attend the Annual 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 S. Goodman

Chief Executive Officer

Garden City, New York

October 30, 2026

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TABLE OF CONTENTS

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BEYOND AIR, INC.

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 4:30 p.m. Eastern Time on Thursday, December 10, 2026

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors for use at the annual meeting of stockholders (the “Annual Meeting”) of Beyond Air, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof. The Annual Meeting will be held in person on Thursday, December 10, 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. The Notice of Internet Availability of Proxy Materials, which we refer to as the “Notice,” containing instructions on how to access this proxy statement and our Annual Report on Form 10-K for the year ended March 31, 2026 (our “Annual Report”) is first being mailed on or about October 30, 2026, to all stockholders entitled to vote at the Annual Meeting.

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.

Change in Fiscal Year. Our Board of Directors approved a change in our fiscal year end from March 31 to December 31. As a result, the period from April 1, 2026 to December 31, 2026 is a transition period (the “Transition Period”), and our next fiscal year will begin on January 1, 2027. Unless otherwise indicated, references in this proxy statement to “fiscal 2026” or the “fiscal year ended March 31, 2026” refer to the twelve-month period from April 1, 2025 to March 31, 2026.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON December 10, 2026. Our proxy statement and our Annual Report for the fiscal year ended March 31, 2026, are 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 the Proxy Statement. Such risks, uncertainties and other factors include those risks described 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. The Company expressly disclaims any obligation to update or alter any statements whether because of new information, future events or otherwise, except as required by law.