Beyond Air Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
NeuroNOS Limited (“NeuroNos”), a wholly owned subsidiary of Beyond Air, Inc.’s (the “Company”) wholly owned subsidiary Beyond Air Ireland Limited (“Beyond Air Ireland”), previously entered into an agreement to sell ordinary shares pursuant to a subscription agreement by and among NeuroNos, Beyond Air Ireland and the lead investor signatory thereto (the “Subscription Agreement”). The Subscription Agreement provides for an initial closing of at least $2 million and one or more additional closings for up to an aggregate of $5 million in gross proceeds. Effective March 24, 2025, additional investors signed the Subscription Agreement with the initial closing of $2 million expected to be on March 31, 2025. Following the initial closing of $2 million, Beyond Air Ireland shall own approximately 88% of NueroNos, and, if all $5 million ordinary shares are sold, Beyond Air Ireland shall own approximately 75% of NeuroNos. In connection with the Subscription Agreement, the parties thereto entered into a shareholders agreement effective March 31, 2025 (the “Shareholders Agreement”) that outlines the rights and obligations of the shareholders of NeuroNos.
The foregoing description of the Subscription Agreement and the Shareholders Agreement is not complete and is qualified in its entirety by reference to the full text of the Subscription Agreement and the Shareholders Agreement, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
Item 8.01 Other Events
On March 24, 2025, a press release was issued to announce the transaction described above in Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
99.1 |
Press Release dated March 24, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BEYOND AIR, Inc. | |||
| Date: | March 28, 2025 | By: | /s/ Steven A. Lisi |
| Name: | Steven A. Lisi | ||
| Title | Chief Executive Officer | ||