Beyond Air Seeks Share Increase, Board Re-Election at Jan. 30 Annual Meeting
Ticker: XAIR · Form: DEF 14A · Filed: Dec 19, 2025 · CIK: 1641631
| Field | Detail |
|---|---|
| Company | Beyond Air, Inc. (XAIR) |
| Form Type | DEF 14A |
| Filed Date | Dec 19, 2025 |
| Risk Level | medium |
| Pages | 16 |
| Reading Time | 19 min |
| Sentiment | mixed |
Sentiment: mixed
Topics: Proxy Statement, Equity Incentive Plan, Shareholder Vote, Corporate Governance, Director Election, Dilution Risk, Auditor Ratification
Related Tickers: XAIR
TL;DR
**XAIR is asking shareholders to approve a significant equity plan expansion, which could dilute existing holdings but is crucial for talent retention and future growth.**
AI Summary
Beyond Air, Inc. (XAIR) is holding its 2026 Annual Meeting of Stockholders on January 30, 2026, at 4:30 p.m. Eastern Time, at its Garden City, New York offices. Key proposals include the election of six directors, the ratification of WithumSmith+Brown, PC as the independent registered public accounting firm for fiscal year ending March 31, 2026, and the approval of the Eighth Amended and Restated 2013 Equity Incentive Plan. This plan seeks to increase the number of shares reserved for issuance by 850,000, which could impact shareholder dilution. The company reported 8,009,488 shares of common stock outstanding as of the December 3, 2025 record date. The Board of Directors unanimously recommends a 'FOR' vote on all proposals, including the potential adjournment or postponement of the meeting if necessary to solicit additional votes. No specific revenue or net income figures were disclosed in this DEF 14A filing, which primarily focuses on governance and equity plan amendments.
Why It Matters
This DEF 14A filing is crucial for Beyond Air investors as it outlines significant governance decisions and a proposed expansion of the company's equity incentive plan. The request to increase shares reserved for issuance by 850,000 could lead to dilution for existing shareholders, impacting their ownership percentage and potentially the stock price. For employees, a larger equity pool could mean more incentive compensation, aligning their interests with company performance. In the competitive biotech landscape, a robust equity plan is vital for attracting and retaining top talent, which is critical for Beyond Air's long-term strategic outlook and product development.
Risk Assessment
Risk Level: medium — The proposal to increase shares reserved for issuance by 850,000 under the Eighth Amended and Restated 2013 Equity Incentive Plan presents a medium risk of dilution for current shareholders. While equity plans are common for employee incentives, a substantial increase could depress per-share value if not offset by significant company growth or performance. The filing does not provide specific financial performance metrics to contextualize this share increase.
Analyst Insight
Investors should carefully review Proposal No. 3 regarding the 850,000 share increase for the equity incentive plan. Consider the potential for dilution against the company's need to attract and retain talent. Vote 'FOR' if you believe the long-term benefits of incentivizing employees outweigh short-term dilution concerns, or 'AGAINST' if you prioritize minimizing dilution.
Key Numbers
- 850,000 — Shares to be added to Equity Incentive Plan (Proposed increase in shares reserved for issuance, potentially leading to dilution)
- 8,009,488 — Shares of common stock outstanding (Total voting shares as of the December 3, 2025 Record Date)
- 6 — Number of directors (Directors to be elected at the Annual Meeting)
- January 30, 2026 — Annual Meeting Date (Date when key proposals will be voted upon by stockholders)
Key Players & Entities
- Beyond Air, Inc. (company) — Registrant and host of the Annual Meeting
- Steven Lisi (person) — Chief Executive Officer and Chairman, designated proxy holder
- Adam Newman (person) — Corporate Secretary, designated proxy holder
- WithumSmith+Brown, PC (company) — Independent registered public accounting firm
- SEC (regulator) — Securities and Exchange Commission
- $850,000 (dollar_amount) — Number of shares to be added to the 2013 Equity Incentive Plan
- 8,009,488 (dollar_amount) — Shares of common stock outstanding as of December 3, 2025
- January 30, 2026 (date) — Date of the Annual Meeting of Stockholders
- December 3, 2025 (date) — Record Date for the Annual Meeting
- March 31, 2026 (date) — End of fiscal year for which WithumSmith+Brown, PC is appointed
FAQ
What are the key proposals for Beyond Air's 2026 Annual Meeting?
Beyond Air's 2026 Annual Meeting includes proposals to elect six directors, ratify WithumSmith+Brown, PC as the independent registered public accounting firm for fiscal year ending March 31, 2026, and approve an increase of 850,000 shares for the Eighth Amended and Restated 2013 Equity Incentive Plan.
When and where will Beyond Air's 2026 Annual Meeting of Stockholders be held?
Beyond Air's 2026 Annual Meeting of Stockholders will be held on Friday, January 30, 2026, at 4:30 p.m. Eastern Time, in person at the company's offices located at 900 Stewart Avenue, Suite 301, Garden City, New York, 11530.
What is the significance of the proposed increase in shares for Beyond Air's equity incentive plan?
The proposal to increase shares by 850,000 for Beyond Air's 2013 Equity Incentive Plan is significant because it expands the pool of shares available for employee compensation, which can help attract and retain talent. However, it also carries the risk of diluting the ownership percentage of existing shareholders.
Who is Beyond Air's independent registered public accounting firm for fiscal year 2026?
Beyond Air's independent registered public accounting firm for its fiscal year ending March 31, 2026, is WithumSmith+Brown, PC, whose appointment is subject to ratification by stockholders at the Annual Meeting.
What is the record date for voting at Beyond Air's 2026 Annual Meeting?
The record date for Beyond Air's 2026 Annual Meeting is the close of business on December 3, 2025. Only stockholders of record on this date are entitled to notice of and to vote at the Annual Meeting.
How many shares of common stock were outstanding for Beyond Air as of the record date?
As of the record date, December 3, 2025, there were 8,009,488 shares of Beyond Air's common stock outstanding, with each share entitling the holder to one vote.
What is the Board of Directors' recommendation on the proposals for Beyond Air's Annual Meeting?
Beyond Air's Board of Directors recommends a 'FOR' vote for the election of each director nominee, 'FOR' the ratification of WithumSmith+Brown, PC, 'FOR' the approval of the Eighth Amended and Restated 2013 Equity Incentive Plan, and 'FOR' the adjournment or postponement of the Annual Meeting if necessary.
What is a 'broker non-vote' and how does it affect Beyond Air's proposals?
A 'broker non-vote' occurs when a broker cannot vote on a 'non-routine' matter without instructions from the beneficial owner. For Beyond Air, broker non-votes will not affect the election of directors or the approval of the equity plan, but there will be no broker non-votes on the 'routine' auditor ratification proposal.
How can Beyond Air stockholders change their vote before the Annual Meeting?
Beyond Air stockholders of record can change their vote or revoke their proxy before the Annual Meeting by entering a new vote online or by phone, mailing a later-dated proxy card, notifying the Corporate Secretary in writing, or completing a written ballot at the Annual Meeting.
What are the deadlines for stockholder proposals for Beyond Air's 2027 Annual Meeting?
For Beyond Air's 2027 Annual Meeting, stockholder proposals for inclusion in the proxy statement must be received by August 21, 2026. Other proposals not for inclusion in the proxy statement must be delivered between October 2, 2026, and November 1, 2026.
Industry Context
Beyond Air, Inc. operates in the medical technology sector, specifically focusing on respiratory conditions. The industry is characterized by significant research and development investment, regulatory hurdles for product approval, and competition from established players and emerging innovators. Trends include the development of novel drug delivery systems and digital health solutions for chronic respiratory diseases.
Regulatory Implications
As a medical technology company, Beyond Air is subject to stringent regulatory oversight from bodies like the FDA. Approval processes for new devices and therapies are lengthy and costly. Changes in healthcare policy or reimbursement rates could also impact the company's financial performance and market access.
What Investors Should Do
- Review the proposed increase in shares for the Equity Incentive Plan.
- Understand the company's rationale for potentially adjourning or postponing the meeting.
- Evaluate the election of directors.
Key Dates
- 2026-01-30: 2026 Annual Meeting of Stockholders — Key proposals including director elections, ratification of auditors, and approval of equity incentive plan will be voted upon.
- 2025-12-03: Record Date for Annual Meeting — Determines which stockholders are entitled to vote at the Annual Meeting.
- 2025-03-31: Fiscal Year End — The independent registered public accounting firm is being ratified for this fiscal year.
Glossary
- DEF 14A
- A proxy statement filing required by the SEC for companies holding annual meetings of shareholders. (This document contains the information presented, including proposals to be voted on and details about the meeting.)
- Equity Incentive Plan
- A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors. (The company is seeking to increase the number of shares available under its plan, which could lead to shareholder dilution.)
- Record Date
- A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on company matters, or receive other distributions. (Establishes the list of shareholders who can vote at the January 30, 2026 Annual Meeting.)
- Proxy Statement
- A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This is the primary document detailing the proposals and information for the 2026 Annual Meeting.)
Year-Over-Year Comparison
This DEF 14A filing focuses on the upcoming annual meeting and governance proposals, rather than a comparative financial review. Specific financial metrics from the prior year's 10-K (ending March 31, 2025) are not directly compared within this proxy statement. The primary focus is on the proposed equity plan amendment and director elections, with no explicit mention of revenue or net income changes from the previous fiscal period.
Filing Stats: 4,854 words · 19 min read · ~16 pages · Grade level 12.8 · Accepted 2025-12-19 16:15:50
Filing Documents
- formdef14a.htm (DEF 14A) — 768KB
- formdef14a_001.jpg (GRAPHIC) — 39KB
- formdef14a_002.jpg (GRAPHIC) — 56KB
- formdef14a_003.jpg (GRAPHIC) — 54KB
- proxy_001.jpg (GRAPHIC) — 369KB
- proxy_002.jpg (GRAPHIC) — 296KB
- 0001493152-25-028563.txt ( ) — 3441KB
- xair-20250331.xsd (EX-101.SCH) — 5KB
- xair-20250331_def.xml (EX-101.DEF) — 10KB
- xair-20250331_lab.xml (EX-101.LAB) — 63KB
- xair-20250331_pre.xml (EX-101.PRE) — 44KB
- formdef14a_htm.xml (XML) — 94KB
Executive COMPENSATION
Executive COMPENSATION 24 PROPOSAL NO. 4 ADJOURNMENT OR POSTPONEMENT OF THE ANNUAL MEETING, IF NECESSARY, TO CONTINUE TO SOLICIT VOTES 32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 32 RELATED PERSON TRANSACTIONS 34 OTHER MATTERS 34 APPENDIX A – EIGHTH AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN A-1 ii BEYOND AIR, INC. PROXY FOR 2026 ANNUAL MEETING OF STOCKHOLDERS To Be Held at 4:30 p.m. Eastern Time on Friday, January 30, 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 2026 annual meeting of stockholders (the "Annual Meeting") of Beyond Air, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof, which we refer to as the Annual Meeting. The Annual Meeting will be held in person on Friday, January 30, 2026, at 4:30 p.m. Eastern Time, at the offices of Beyond Air, Inc., 900 Stewart Avenue, Suite 301, Garden Report") are first being mailed on or about December 19, 2025, to all stockholders of record, 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. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON January 30, 2026. Our proxy statement, the enclosed proxy card and our Annual Report for the fiscal year ended March 31, 2025, are electronically available at proxyvote.com. Forward-Looking