Form 4: Beyond Air CEO's Options Repriced to $1.95

Beyond Air, Inc. repriced 195,000 stock options for CEO Steven A. Lisi, reducing the exercise price to $1.95 per share.

Summary

• Steven A. Lisi, CEO and Chairman of the Board of Beyond Air, Inc. (XAIR), reported changes in beneficial ownership of derivative securities.
• On November 4, 2025, the company's Board of Directors approved an option repricing.
• The exercise price for a total of 195,000 stock options was reduced from previous prices of $10.80 and $5.892 per share to $1.95 per share.
• The new exercise price of $1.95 per share matches the closing price of Beyond Air's common stock on November 3, 2025.
• All other terms of the options, including the vesting schedule, remain unchanged and are subject to Mr. Lisi's continued service.
• These options were issued under the Company's Amended and Restated 2013 Equity Incentive Plan.

Sentiment

Score: 3

Explanation: The repricing of executive stock options at a significantly lower price is generally viewed negatively by the market as it often signals substantial past stock price underperformance and can be perceived as rewarding management despite a decline in shareholder value. While it re-incentivizes the executive, it comes at the expense of existing shareholder sentiment and potential future dilution.

Positives

• The repricing re-incentivizes CEO Steven A. Lisi by making his stock options 'in-the-money' or closer to it, potentially aligning his interests with future stock price recovery.
• The Board of Directors formally approved the repricing, indicating a structured corporate governance process.

Negatives

• The significant reduction in option exercise price (from $10.80 and $5.892 to $1.95) implies a substantial decline in the company's stock price, reflecting poor past performance.
• Option repricing can be viewed negatively by existing shareholders as it effectively rewards management despite a decrease in shareholder value, potentially diluting future gains for current shareholders.
• It may signal a lack of confidence by the Board or management in the stock's ability to reach the original, higher strike prices in the foreseeable future.

Risks

• The repricing of stock options at a significantly lower price indicates that the company's stock has experienced a substantial decline, posing a risk to shareholder value.
• Potential negative investor sentiment due to the repricing, which can be perceived as a reward for underperformance.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance beyond the continued vesting of options subject to service.

Management Comments

• On November 4, 2025, the Issuer's Board of Directors approved an option repricing, effective as of November 4, 2025, reducing the exercise price to $1.95 per share, the closing price of the Issuer's common stock on November 3, 2025.
• All of the other terms of the options remain unchanged.
• This stock option award was issued pursuant to the Company's Amended and Restated 2013 Equity Incentive Plan, as amended, (the "2013 Plan") and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form-4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.

Industry Context

This Form 4 filing reports an insider transaction and does not provide information to analyze broader industry trends or competitors. Option repricing typically occurs in companies whose stock price has significantly underperformed, often in competitive or challenging market environments.

Comparison to Industry Standards

• The filing does not provide sufficient information for a detailed comparison to global benchmarks or specific comparable companies/projects.
• Option repricing is a controversial practice, often viewed unfavorably by corporate governance advocates, but it is not uncommon for companies facing significant stock price declines to re-incentivize management.

Corporate Governance

Related Party Transactions

• The repricing of stock options for Steven A. Lisi, the CEO and Chairman of the Board, constitutes a compensation-related transaction with a related party.

Stakeholder Impact

• Shareholders: Potential negative sentiment due to the implication of past stock underperformance and the perception of rewarding management despite value erosion. Potential for future dilution if the repriced options are exercised.
• Management (Steven A. Lisi): Re-incentivized with options that are now 'in-the-money' or closer to it, potentially increasing motivation for future performance.

Next Steps

• The stock options will become exercisable in accordance with their specified vesting schedule.
• Continued service of Steven A. Lisi with Beyond Air, Inc. is required for the options to vest.

Key Dates

Recommendation

While the option repricing itself is a negative signal regarding past stock performance and shareholder value, this Form 4 filing only reports a single insider transaction. It does not provide comprehensive financial results or strategic updates to warrant a 'sell' recommendation solely based on this. Investors should 'hold' and monitor future financial reports and company performance to assess the effectiveness of this re-incentivization and the company's overall trajectory. The repricing might re-align management incentives, but the underlying reasons for the stock decline need further investigation.

Keywords

Beyond Air, XAIR, Steven A. Lisi, stock options, option repricing, insider transaction, Form 4, CEO, Chairman, equity incentive plan, corporate governance