Beyond Air, Inc. Files 8-K: Material Agreement & Other Events

TL;DR

Beyond Air (XAIR) signed a big deal on 3/20, check the 8-K for details.

AI Summary

On March 20, 2024, Beyond Air, Inc. entered into a Material Definitive Agreement. The company, formerly known as AIT Therapeutics, Inc. and KokiCare, Inc., is involved in the surgical and medical instruments and apparatus industry. The filing also indicates other events and includes financial statements and exhibits.

Why It Matters

This filing signals a significant contractual development for Beyond Air, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Beyond Air, Inc. (company) — Registrant
• AIT Therapeutics, Inc. (company) — Former Company Name
• KokiCare, Inc. (company) — Former Company Name
• March 20, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — he "Shares") of common stock, par value $0.0001 per share, of the Company ("Common Stoc
• $1.66 — nd accompanying Common Stock Warrant is $1.66. Subject to certain ownership limitatio
• $2.25 — e upon issuance at an exercise price of $2.25 per share and expires three years from
• $14.6 million — received net proceeds of approximately $14.6 million from the offering, after deducting the

Filing Documents

• form8-k.htm (8-K) — 49KB
• ex1-1.htm (EX-1.1) — 116KB
• ex4-1.htm (EX-4.1) — 136KB
• ex5-1.htm (EX-5.1) — 21KB
• ex10-1.htm (EX-10.1) — 248KB
• ex99-1.htm (EX-99.1) — 15KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• 0001493152-24-010974.txt ( ) — 885KB
• xair-20240320.xsd (EX-101.SCH) — 3KB
• xair-20240320_lab.xml (EX-101.LAB) — 33KB
• xair-20240320_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 BEYOND AIR, INC (Exact name of registrant as specified in its charter) Delaware 001-38892 47-3812456 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 900 Stewart Avenue , Suite 301 Garden (Address of principal executive offices) (516) 665-8200 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $.0001 per share XAIR The Nasdaq Stock Market LLC Item 1.01 Entry into a Material Definitive Agreement. On March 20, 2022, Beyond Air, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain institutional and accredited investors, including certain directors and officers of the Company, (the "Purchasers") pursuant to which the Company sold, in a registered direct offering, an aggregate of (i) 9,638,556 shares (the "Shares") of common stock, par value $0.0001 per share, of the Company ("Common Stock"); and (ii) 9,638,556 common stock purchase warrants (the "Common Stock Warrants") to purchase up to 9,638,556 shares of Common Stock (the "Common Stock Warrant Shares"). The combined offering price per Share and accompanying Common Stock Warrant is $1.66. Subject to certain ownership limitations, each Common Stock Warrant is immediately exercisable upon issuance at an exercise price of $2.25 per share and expires three years from the date of issuance. The Shares, Common Stock Warrants and Common Stock Warrants Shares were offered pursuant to a "shelf" registration statement on Form S-3 (Registration No. 333-262311), which was declared effective by the Securities and Exchange Commission (the "SEC") on February 1, 2022, as supplemented by a prospectus supplement and accompanying base prospectus dated March 20, 2024 filed with the SEC on March 22, 2024 pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Securities Purchase Agreement contained customary representations and warranties. The offering closed on March 22, 2024. On March 20, 2024, the Company also entered into a placement agency agreement (the "Placement Agency Agreement") with Roth Capital Partners, LLC and Laidlaw & Company (UK) Ltd. (the "Co-Placement Agents") as the co-placement agents in connection with the offering. Pursuant to the terms of the Placement Agency Agreement, the Co-Placement Agents agreed to use their reasonable best efforts to arrange for the sale of the securities in the offering. As compensation to the Co-Placement Agents, the Company paid the Co-Placement Agents a cash fee of 7% of the aggregate gross proceeds raised in the offering and the reimbursement of certain expenses and legal fees. The Company received net proceeds of approximately $14.6 million from the offering, after deducting the estimated offering expenses payable by the Company, including the Co-Placement Agents fees. The Company intends to use the net proceeds from the offering to fund commercial sales development, research, working capital and other general corporate purposes. In addition, under the Securities Purchase Agreement, until 90 days after March 22, 2024, subject to certain exceptions, neither the Company nor any of its subsidiaries shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock o

View Full Filing

View this 8-K filing on SEC EDGAR