S-1/A: Beyond Air Files S-1/A for $20M Equity Offering

Beyond Air, Inc. filed an S-1/A registration statement for the potential resale of up to 1,600,000 common shares by Streeterville Capital, LLC, stemming from a $20 million equity purchase agreement.

Summary

• Beyond Air, Inc. filed an S-1/A registration statement for the resale of up to 1,600,000 shares of common stock by Streeterville Capital, LLC.
• These shares are part of an Equity Purchase Agreement dated November 4, 2025, allowing Beyond Air to sell up to $20,000,000 of common stock to Streeterville.
• Beyond Air will not receive proceeds from Streeterville's resale but may receive up to $20,000,000 from direct sales to Streeterville under the Purchase Agreement.
• Net proceeds from direct sales to Streeterville are estimated at approximately $18,000,000, assuming the full amount is sold.
• Proceeds will be used for general corporate purposes, including working capital, commercial operations, repayment of a promissory note, pre-clinical and clinical activities, and other strategic initiatives.
• The company is a commercial-stage medical device and biopharmaceutical company focused on nitric oxide (NO) generators and delivery systems (the LungFit platform).
• LungFit PH received FDA premarket approval (PMA) in June 2022 for hypoxic respiratory failure in neonates and European CE mark approval on November 26, 2024, for infants and periand post-operative pulmonary hypertension in various age groups.
• Beyond Air is also developing ultra-high concentration nitric oxide (UNO) for solid tumors (Phase 1 clinical trial via Beyond Cancer, 80% owned) and nNOS inhibitors for neurological conditions like ASD (preclinical, via NeuroNOS Limited, 88.2% owned, Phase 1 expected by end of 2026).
• A 1-for-20 reverse stock split became effective on July 14, 2025.
• As of December 8, 2025, there were 8,009,488 shares of common stock outstanding.
• The last reported sale price of common stock on Nasdaq on December 10, 2025, was $1.11 per share.

Sentiment

Score: 5

Explanation: The filing outlines a potential capital raise mechanism that could provide significant funding for the company's operations and development. However, it also highlights substantial dilution risk for existing shareholders and the company's ongoing need to raise capital, including an explicit expectation of incurring losses for the next year and a going concern warning in prior financial statements. The progress in product development (FDA/CE approvals, clinical trials) is positive but overshadowed by the financial context of the offering.

Positives

• Potential to raise up to $20,000,000 in gross proceeds from the Equity Purchase Agreement with Streeterville Capital, LLC.
• The LungFit PH system has received FDA premarket approval (PMA) in June 2022 and European CE mark approval on November 26, 2024, expanding its market reach.
• The company is advancing two additional programs: ultra-high concentration nitric oxide (UNO) for solid tumors (Phase 1 clinical trial) and nNOS inhibitors for neurological conditions like autism spectrum disorder (preclinical, Phase 1 expected by end of 2026).
• The LungFit platform's ability to generate NO from ambient air offers competitive advantages over current NO delivery systems, such as not requiring high-pressure cylinders or cumbersome purging procedures.
• The company believes its novel LungFit platform, capable of delivering high concentration (>150 ppm) NO, has the potential to eliminate microbial infections.

Negatives

• The company will not receive any proceeds from the resale of shares by the Selling Stockholder (Streeterville Capital, LLC).
• Sales of common stock by the Selling Stockholder could cause the price of common stock to decline and be highly volatile.
• Future sales of additional shares to Streeterville beyond the 1,600,000 registered could cause substantial dilution to existing stockholders.
• The company expects to incur losses for the next year.
• The company's ability to raise additional funds in the future may be hindered by the existence of the arrangement with Streeterville.
• The company's financial statements for the years ended March 31, 2025, and March 31, 2024, include explanatory paragraphs about the company's ability to continue as a going concern.

Risks

• A sale of a substantial number of shares of common stock by the Selling Stockholder could cause the price of common stock to decline.
• Such conditions may make it more difficult for the company to sell equity or equity-related securities in the future at a time and price deemed reasonable or appropriate.
• The company's ability to successfully commercialize its LungFit PH system in the U.S.
• Expectation to incur losses for the next year.
• Ability to accurately predict demand for products and products under development and to develop successful market strategies.
• Possibility that products may contain undetected errors or defects or otherwise not perform as anticipated.
• Anticipated development of markets and product success.
• Future capital needs and the need to raise additional funds.
• Ability to build a pipeline of product candidates and commercialize approved products.
• Ability to enroll patients in clinical trials, timely and successfully complete trials, and receive necessary certifications or regulatory approvals.
• Ability to maintain existing or future collaborations or licenses.
• Ability to protect and enforce intellectual property rights.
• Federal, state, and foreign regulatory requirements, including FDA regulation.
• Ability to obtain and retain key executives and attract and retain qualified personnel.
• Ability to successfully manage growth, including as a commercial-stage company.
• The exclusive forum provision for certain legal actions may not apply to suits brought under the Exchange Act or Securities Act.

Future Outlook

The company expects to incur losses for the next year. It anticipates its nNOS program for autism spectrum disorder and other neurological conditions to progress from preclinical to a Phase 1 first-in-human clinical trial by the end of 2026. Management believes the LungFit platform can potentially address a high unmet medical need for patients suffering from certain severe lung infections and that its novel LungFit platform, delivering high concentration (>150 ppm) NO, has the potential to eliminate microbial infections. Management will have broad discretion in the application of any net proceeds received from the equity offering.

Management Comments

• "We believe that current FDA-approved NO vasodilation treatments would have limited success in treating microbial infections given the low concentrations of NO being delivered (<100 ppm)."
• "Given that NO is produced naturally by the body as an innate immunity mechanism, at a concentration of 200 ppm, supplemental high dose NO should aid in the bodys fight against infection."
• "Based on our preclinical studies and clinical trials, we believe that 150 ppm is the minimum therapeutic dose to achieve the desired pulmonary antimicrobial effect of NO."

Industry Context

The company operates in the medical device and biopharmaceutical sectors, specifically focusing on nitric oxide (NO) therapies. Its LungFit PH system competes with existing NO delivery systems for conditions like PPHN. The development of high-concentration NO for severe lung infections and UNO for solid tumors represents potential expansion into areas with high unmet medical needs, differentiating it from standard NO vasodilation treatments. The nNOS inhibitor program for neurological conditions like ASD targets an area with no FDA-approved therapies, indicating a significant market opportunity if successful.

Comparison to Industry Standards

• LungFit PH is positioned as having competitive advantages over current standard NO delivery systems in the U.S., EU, Japan, and other markets due to its ability to generate NO from ambient air, eliminating the need for high-pressure cylinders and cumbersome purging procedures.
• Current FDA-approved NO vasodilation treatments deliver low concentrations (<100 ppm), which the company believes would have limited success in treating microbial infections, contrasting with its high concentration (>150 ppm) NO approach.
• Currently, there are no FDA-approved therapies specifically for the treatment of Autism Spectrum Disorder (ASD), highlighting the unmet need its nNOS program aims to address.

Corporate Governance

Related Party Transactions

• On November 4, 2025, five-year warrants were issued to a director to purchase up to 512,821 shares of common stock at an exercise price of $1.95 per share, as consideration for obtaining a waiver for the Note.
• On November 1, 2024, in connection with a secured loan to related parties, including the Chief Executive Officer and a director, five-year warrants were issued to purchase up to 757,975 shares of common stock at an exercise price of $7.586 per share.
• On November 4, 2025, a Waiver Agreement was entered into, reducing the exercise price of existing warrants held by lenders (including related parties) to $1.95 per share.

Stakeholder Impact

• Shareholders: Potential for significant dilution due to the issuance and resale of common stock under the Equity Purchase Agreement. The market price of common stock could decline.
• Creditors: Proceeds from the equity offering may be used for repayment of the promissory note, potentially improving the company's debt position.
• Employees: The company's ability to attract and retain qualified personnel is a risk factor. The 2021 Employee Stock Purchase Plan and outstanding options/RSUs are relevant.
• Customers/Patients: Continued development and commercialization of LungFit PH and other product candidates could benefit patients.

Next Steps

• Company to sell common stock to Streeterville from time to time under the Purchase Agreement.
• Streeterville to resell registered shares in the public market.
• Company expects nNOS program to progress to a Phase 1 first-in-human clinical trial by the end of 2026.
• Company may need to register additional shares for resale to receive the full $20 million commitment.
• Management will have broad discretion in the application of net proceeds.

Key Dates

Recommendation

The company is actively developing and commercializing innovative medical devices and biopharmaceutical products with significant market potential, as evidenced by FDA and CE approvals for LungFit PH and progress in oncology and neurology programs. However, the current S-1/A filing primarily concerns a dilutive equity financing arrangement, which, while providing necessary capital, poses a substantial risk to existing shareholder value. The company's explicit expectation of future losses and the 'going concern' warnings in prior financial statements indicate ongoing financial challenges. Investors should monitor the company's ability to execute its commercialization strategy, advance its pipeline, and manage its capital structure effectively before considering a stronger position.

Keywords

Beyond Air, XAIR, S-1/A, Equity Purchase Agreement, Streeterville Capital, Common Stock Offering, Dilution, LungFit PH, Nitric Oxide, Medical Device, Biopharmaceutical, PPHN, Hypoxic Respiratory Failure, Pulmonary Hypertension, FDA Approval, CE Mark, Nontuberculous Mycobacteria, COPD, Solid Tumors, Autism Spectrum Disorder, UNO, nNOS Inhibitors, Capital Raise, Nasdaq Capital Market, SEC Filing