DEF: Beyond Air Sets Annual Meeting Date, Seeks Director Re-elections

Beyond Air, Inc. has announced its annual meeting of stockholders, scheduled for December 10, 2026, to elect directors, ratify auditors, and vote on executive compensation.

Summary

• Beyond Air, Inc. is holding its Annual Meeting of Stockholders on December 10, 2026, at 4:30 p.m. ET in Garden City, New York.
• Key proposals include the election of five directors, ratification of WithumSmith+Brown, PC as independent auditors for the transition period (April 1, 2026 - December 31, 2026), and an advisory vote on executive compensation.
• The record date for voting eligibility is October 12, 2026, with 1,665,482 shares of common stock outstanding as of that date.
• The company has undergone a change in fiscal year end from March 31 to December 31, with the current period being a transition period.
• Information regarding voting procedures, proxy materials, and stockholder proposals for future meetings is provided.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily focused on procedural matters for an upcoming annual meeting. While it details director elections and executive compensation, it lacks significant new operational or financial performance data that would strongly sway sentiment.

Positives

• The company is holding its annual meeting to ensure corporate governance and stockholder engagement.
• The Board of Directors recommends a vote FOR all director nominees, auditor ratification, executive compensation approval, and potential adjournment.
• Independent directors constitute a majority of the Board, indicating a commitment to strong corporate governance.
• The company has a Clawback Policy in place, effective October 2, 2023, to recoup incentive compensation in case of accounting restatements.

Negatives

• The filing indicates a substantial doubt about the Company's ability to continue as a going concern in the report of Marcum LLP for the fiscal year ended March 31, 2024.
• Two key executives, Steven A. Lisi (former CEO) and Douglas Larson (former CFO), resigned during the fiscal year.
• Several Section 16(a) reports were filed late by officers and directors, including Steven A. Lisi, Robert F. Carey, Michael Gaul, and Yoori Lee, indicating potential minor compliance issues.
• The company has a history of option repricing, with two instances noted in November 2024 and November 2025, which can sometimes be viewed negatively by investors.

Risks

• The company's financial statements for the fiscal year ended March 31, 2024, included a paragraph regarding substantial doubt about the Company's ability to continue as a going concern.
• The filing mentions that forward-looking statements are subject to substantial risks and uncertainties that could cause actual results to differ materially.
• The company has experienced resignations of key executives, including the CEO and CFO, which can create uncertainty.

Future Outlook

The filing does not contain specific forward-looking financial guidance. It outlines upcoming proposals for the annual meeting and provides information on executive compensation and director nominations.

Management Comments

• Stockholders are urged to vote via the Internet, telephone, or mail, as their vote is important regardless of the number of shares owned.
• The Board of Directors recommends voting FOR the election of all director nominees, ratification of the independent registered public accounting firm, advisory approval of named executive officer compensation, and for adjournment if necessary.

Industry Context

StockSavvy.ai notes that this filing is typical for a publicly traded company preparing for its annual shareholder meeting. The focus on director elections, auditor ratification, and executive compensation reflects standard corporate governance practices within the biotechnology and healthcare sectors, where Beyond Air operates.

Management Changes

Corporate Governance

Legal Proceedings

• Erick J. Lucera was CFO of Valeritas Holdings, Inc. which filed for Chapter 11 bankruptcy protection on February 9, 2020.
• Daniel Moorhead was CFO of Zynex, Inc. which filed for Chapter 11 bankruptcy protection on December 15, 2025.

Related Party Transactions

• The company entered into a secured loan agreement with lenders including Steven A. Lisi and Robert F. Carey, involving a principal amount of $11,500,000, interest at 15% per annum, and a royalty interest.
• Robert F. Carey provided $2 million in advanced financing to the company.
• Steven A. Lisi and Robert F. Carey received warrants to purchase company stock as part of the loan agreement.
• Robert S. Goodman and Daniel Moorhead participated in a private placement, receiving shares and warrants in July 2026.

Stakeholder Impact

• Shareholders will vote on director elections and executive compensation, influencing corporate governance and management alignment.
• The company's change in fiscal year and reverse stock split will impact how financial performance is reported and potentially the per-share trading price.
• The late filing of Section 16(a) reports by some insiders may raise minor concerns about compliance diligence.

Next Steps

• Stockholders are to vote on the proposals presented at the Annual Meeting.
• The company will file a Current Report on Form 8-K with the SEC to announce preliminary voting results within four business days after the Annual Meeting.

Key Dates

Recommendation

This filing is primarily procedural, detailing the upcoming annual meeting and related governance matters. It does not contain new financial performance data or significant strategic shifts that would warrant a buy or sell recommendation. The presence of past going concern issues and executive resignations suggests a 'hold' stance pending clearer operational and financial improvements.

Keywords

Annual Meeting, Proxy Statement, Director Election, Executive Compensation, Auditor Ratification, Corporate Governance, Fiscal Year Change, Stockholder Proposals