Beyond Air Registers 1.6M Shares for Resale, Eyes $20M Equity Deal

TL;DR

**Beyond Air is tapping an equity line for up to $20M, signaling a need for capital that could dilute existing shareholders as Streeterville unloads shares.**

AI Summary

Beyond Air, Inc. (XAIR) filed an S-1 to register the resale of up to 1,600,000 shares of common stock by Streeterville Capital, LLC. This offering is part of an Equity Purchase Agreement dated November 4, 2025, where Beyond Air may sell up to $20,000,000 of common stock to Streeterville. Beyond Air will not receive any proceeds from the resale by Streeterville, but will receive proceeds from its direct sales to Streeterville. The company's LungFit® PH system, which generates nitric oxide from ambient air, received FDA approval in June 2022 and CE Mark approval on November 26, 2024, for treating hypoxic respiratory failure in neonates and peri- and post-operative pulmonary hypertension in various age groups. XAIR also has two additional programs: a majority-owned affiliate, Beyond Cancer, Ltd., which is in Phase 1 clinical trials for solid tumors using ultra-high concentrations of gaseous nitric oxide (>10,000 ppm), and NeuroNOS Limited, 88.2% owned, developing nNOS inhibitors for neurological conditions like autism spectrum disorder, expected to enter Phase 1 by late 2026. The company performed a 1-for-20 reverse stock split effective July 14, 2025, and its stock traded at $1.23 per share on November 20, 2025.

Why It Matters

This S-1 filing signals Beyond Air's strategy to secure capital through an equity purchase agreement with Streeterville Capital, potentially raising up to $20,000,000. While the immediate resale by Streeterville won't directly fund XAIR, the underlying agreement provides a crucial financing mechanism for the company's ongoing commercialization of LungFit® PH and its pipeline programs in oncology and neurology. Investors should note the potential for dilution from future share sales to Streeterville, which could impact the stock's trading price, currently at $1.23 per share. The company operates in competitive medical device and biopharmaceutical markets, where sustained funding is critical for product development and market penetration.

Risk Assessment

Risk Level: high — The S-1 explicitly states, "Investing in our common stock involves a high degree of risk." The company expects to incur losses for the next year and relies on its ability to successfully commercialize its LungFit® PH system and advance its product candidates, which are subject to significant regulatory hurdles and market adoption risks. The equity purchase agreement with Streeterville Capital, LLC, allows for the sale of up to 1,600,000 shares, which could lead to substantial dilution for existing shareholders.

Analyst Insight

Investors should exercise caution and thoroughly review Beyond Air's financial statements and risk factors, particularly regarding potential dilution from the Streeterville Capital equity agreement. Monitor the company's progress in commercializing LungFit® PH and advancing its oncology and neurology programs, as these are critical for future revenue generation and profitability. Consider the impact of the 1-for-20 reverse stock split on historical share data.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$33.5M

total Debt

$0.0M

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$10.4M

revenue Growth

N/A

Key Numbers

• 1,600,000 — Shares of Common Stock (Number of shares registered for resale by Streeterville Capital, LLC)
• $20,000,000 — Potential Gross Proceeds (Maximum amount Beyond Air may receive from selling common stock to Streeterville under the Purchase Agreement)
• 1-for-20 — Reverse Stock Split Ratio (Ratio of reverse stock split effective July 14, 2025)
• $1.23 — Share Price (Last reported sale price of XAIR common stock on Nasdaq on November 20, 2025)
• June 2022 — FDA Approval Date (Date LungFit® PH received premarket approval from the FDA)
• November 26, 2024 — CE Mark Approval Date (Date LungFit® PH received European CE mark approval)
• 80% — Ownership in Beyond Cancer (Beyond Air's ownership stake in its oncology affiliate, Beyond Cancer, Ltd.)
• 88.2% — Ownership in NeuroNOS (Beyond Air's ownership stake in its neurology affiliate, NeuroNOS Limited)
• 20 ppm — NO Dosage (Consistent dosage of NO delivered by LungFit® PH for PPHN, with a range of 0.5 ppm – 80 ppm)
• 10,000 ppm — UNO Concentration (Concentration of ultra-high gaseous nitric oxide delivered by Beyond Cancer's proprietary system for solid tumors)

Key Players & Entities

• Beyond Air, Inc. (company) — Registrant and medical device/biopharmaceutical company
• Streeterville Capital, LLC (company) — Selling Stockholder and investor in Equity Purchase Agreement
• Steven Lisi (person) — Chief Executive Officer of Beyond Air, Inc.
• Sichenzia Ross Ference Carmel LLP (company) — Legal counsel for Beyond Air, Inc.
• U.S Food and Drug Administration (FDA) (regulator) — Regulatory body that approved LungFit® PH
• Beyond Cancer, Ltd. (company) — Majority-owned affiliate (80%) focused on oncology
• NeuroNOS Limited (company) — Majority-owned affiliate (88.2%) focused on neurology
• Yissum Research Development Company of the Hebrew University of Jerusalem, LTD. (company) — University from which Beyond Air acquired nNOS inhibitor commercial rights
• $20,000,000 (dollar_amount) — Maximum gross proceeds Beyond Air may receive from selling common stock to Streeterville
• $1.23 (dollar_amount) — Last reported sale price of XAIR common stock on Nasdaq on November 20, 2025

FAQ

Risk Factors

• Reliance on Streeterville Capital for Funding [high — financial]: The company has entered into an Equity Purchase Agreement with Streeterville Capital, LLC, allowing it to sell up to $20,000,000 of common stock. This agreement, coupled with the registration of 1,600,000 shares for resale by Streeterville, indicates a potential reliance on this financing source. If Streeterville is unwilling or unable to purchase shares, or if market conditions make such sales unfavorable, the company's ability to raise capital could be significantly impacted.
• Regulatory Hurdles for New Indications and Products [high — regulatory]: While LungFit® PH has FDA approval for PPHN and CE Mark for pulmonary hypertension, expanding to new indications or launching the Beyond Cancer or NeuroNOS products will require further extensive clinical trials and regulatory approvals. Delays or failures in these processes, particularly for the novel ultra-high NO concentrations (>10,000 ppm) for cancer or nNOS inhibitors, could impede commercialization and future revenue streams.
• Commercialization Challenges for LungFit® PH [medium — operational]: Despite FDA and CE Mark approvals, the successful commercialization of LungFit® PH depends on market adoption, physician acceptance, and reimbursement. The company needs to effectively scale manufacturing, distribution, and sales efforts to capture market share in the neonatal and peri-operative pulmonary hypertension segments. Failure to achieve widespread adoption could limit revenue generation from this key product.
• Dilution from Equity Financing [medium — financial]: The Equity Purchase Agreement with Streeterville Capital allows for the sale of up to $20,000,000 of common stock. If the company utilizes this facility, it will result in significant dilution to existing shareholders, potentially impacting the stock price and the value of their holdings. The current market price of $1.23 per share (as of November 20, 2025) suggests that any future sales under this agreement may occur at relatively low valuations.
• Dependence on Affiliate Success [medium — operational]: Beyond Air's future growth is significantly tied to the success of its majority-owned affiliate, Beyond Cancer, Ltd., and its 88.2% owned affiliate, NeuroNOS Limited. The clinical trial progress and eventual commercialization of their respective drug candidates (ultra-high NO for cancer, nNOS inhibitors for neurological conditions) are critical. Any setbacks in these development programs could materially affect Beyond Air's overall financial performance and strategic outlook.

Industry Context

The medical device and biopharmaceutical industries are characterized by high R&D costs, lengthy development cycles, and stringent regulatory oversight. Companies like Beyond Air operate in the respiratory and oncology therapeutic areas, which are highly competitive and require significant capital investment. Advancements in nitric oxide delivery systems and novel therapeutic approaches for conditions like pulmonary hypertension and solid tumors are key industry trends.

Regulatory Implications

Beyond Air faces significant regulatory scrutiny for its medical devices and drug candidates. FDA and CE Mark approvals are critical for market access, but ongoing compliance, post-market surveillance, and the need for new approvals for expanded indications or new products present ongoing challenges. The development of novel therapies like ultra-high NO concentrations for cancer requires navigating complex clinical trial pathways and demonstrating robust safety and efficacy.

What Investors Should Do

1. Monitor commercialization progress of LungFit® PH.
2. Track clinical trial progress for Beyond Cancer and NeuroNOS.
3. Evaluate the impact of the Streeterville Capital financing.
4. Assess competitive landscape in respiratory and oncology markets.

Key Dates

• 2022-06-01: FDA Approval for LungFit® PH — Secured premarket approval from the U.S. Food and Drug Administration for its LungFit® PH system, enabling commercialization in the U.S. for treating hypoxic respiratory failure in neonates.
• 2024-11-26: CE Mark Approval for LungFit® PH — Received European CE mark approval for LungFit® PH, expanding market access to European countries for treating pulmonary hypertension.
• 2025-07-14: 1-for-20 Reverse Stock Split — Implemented a reverse stock split to increase the per-share trading price, potentially improving marketability and meeting exchange listing requirements.
• 2025-11-04: Equity Purchase Agreement with Streeterville Capital — Entered into an agreement allowing the company to sell up to $20,000,000 of common stock to Streeterville Capital, providing a potential source of future financing.
• 2025-11-20: Stock Price of $1.23 — Represents the last reported sale price of XAIR common stock on Nasdaq, indicating the current market valuation post-reverse split.
• 2026-12-31: Expected Phase 1 for NeuroNOS — Anticipated initiation of Phase 1 clinical trials for nNOS inhibitors by NeuroNOS Limited, a key milestone for the company's neurological drug development program.

Glossary

LungFit® PH

Beyond Air's proprietary system that generates nitric oxide (NO) from ambient air for therapeutic use. (This is the company's primary commercialized product, approved by the FDA and CE Mark for treating pulmonary hypertension.)

Nitric Oxide (NO)

A gaseous molecule used therapeutically to relax blood vessels, improving blood flow and oxygenation. (The core therapeutic agent for Beyond Air's LungFit® PH and a key component of its oncology program.)

Hypoxic Respiratory Failure

A condition where the body does not get enough oxygen due to problems with the lungs. (One of the primary conditions treated by LungFit® PH in neonates.)

Pulmonary Hypertension (PH)

High blood pressure in the arteries of the lungs and the right side of the heart. (The condition for which LungFit® PH received FDA and CE Mark approval.)

Equity Purchase Agreement

A contract where one party agrees to buy a certain number of shares of stock from a company at a specified price. (The agreement with Streeterville Capital, LLC, which allows Beyond Air to sell up to $20,000,000 of its common stock.)

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares, proportionally increasing the per-share value. (Beyond Air executed a 1-for-20 reverse stock split effective July 14, 2025, to increase its stock price.)

nNOS Inhibitors

Drugs designed to block the activity of neuronal nitric oxide synthase (nNOS), an enzyme involved in various physiological processes. (The focus of NeuroNOS Limited's drug development program for neurological conditions.)

Year-Over-Year Comparison

This S-1 filing focuses on the resale of shares by Streeterville Capital and the company's financing arrangements, rather than a comprehensive update on operational performance compared to a prior period. Key metrics such as revenue, net income, and margins are not detailed in this specific filing, making a direct comparison to a previous period's financial performance impossible. The filing does highlight recent regulatory milestones, including CE Mark approval for LungFit® PH in November 2024, and the ongoing development of its affiliate programs, indicating progress in product development and market expansion efforts.

Key Financial Figures

• $0.0001 — 0,000 shares of common stock, par value $0.0001 per share, of Beyond Air, Inc., a Delaw
• $12,050,000 — ote in the original principal amount of $12,050,000 issued by Company in favor of Streeterv
• $20,000,000 — We may receive gross proceeds of up to $20,000,000 from the sale of our common stock to St
• $1.23 — price of our common stock on Nasdaq was $1.23 per share. Except for the financial s
• $250 million — common stock held by non-affiliates is $250 million or more measured on the last business d
• $100 million — r, or our annual revenues are less than $100 million during the most recently completed fisc
• $700 million — common stock held by non-affiliates is $700 million or more measured on the last business d
• $20.0 million — o this prospectus. We may receive up to $20.0 million aggregate gross proceeds under the Purc

Filing Documents

• forms-1.htm (S-1) — 403KB
• ex5-1.htm (EX-5.1) — 12KB
• ex23-1.htm (EX-23.1) — 4KB
• ex23-2.htm (EX-23.2) — 3KB
• ex107.htm (EX-FILING FEES) — 26KB
• forms-1_001.jpg (GRAPHIC) — 7KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• 0001493152-25-024614.txt ( ) — 586KB
• ex107_htm.xml (XML) — 5KB

Risk Factors

Risk Factors 4 The Streeterville Transaction 5

Use of Proceeds

Use of Proceeds 6 Selling Stockholder 7

Description of Capital Stock

Description of Capital Stock 8 Plan of Distribution 12 Legal Matters 14 Experts 14 Where You Can Find Additional Information 14 Incorporation of Certain Documents by Reference 14 Neither we nor the Selling Stockholder has authorized anyone to provide any information to you other than the information contained in this prospectus and the documents incorporated by reference herein. Neither we nor the Selling Stockholder take any responsibility for, and can provide no assurance as to the reliability of, any information that others may give to you. This prospectus is an offer to sell only the shares of common stock offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or incorporated by reference herein is current only as of its date, regardless of its time of delivery or the time of any sale of shares of common stock. Our business, financial condition, results of operations, and prospects may have changed since that date. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus and the documents incorporated by reference herein, including statements regarding our future results of operations and financial position, business plan and strategy, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team

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