Director Carey Robert bought $744,662 worth of shares (1,476,626 units at $0.50) (SEC Form 4)
$XAIR
Medical/Dental Instruments
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Beyond Air, Inc. [ XAIR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/26/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/26/2024 | 09/26/2024 | P(1) | 1,476,626 | A | $0.5043 | 1,476,626 | I | The Carey 2020 Acelyrin Trust DTD 07/23/2020 | |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-funded Warrants to purchase Common Stock | $0.0001 | 09/26/2024 | 09/26/2024 | P(1) | 26,142 | (2) | (2) | Common Stock | 26,142 | (3) | 26,142 | I | By: The Carey 2020 Acelyrin Trust DTD 07/23/2020 | ||
| Pre-funded Warrants to purchase Common Stock | $0.0001 | 09/26/2024 | 09/26/2024 | P(1) | 480,179 | (2) | (2) | Common Stock | 480,179 | (3) | 480,179 | I | By: Robert F. Carey III Trust DTD 4/25/01 | ||
| Warrants to purchase Common Stock | $0.3793 | 09/26/2024 | 09/26/2024 | P(1) | 102,382 | (4) | (4) | Common Stock | 102,382 | (5) | 102,382 | I | By: The Carey 2020 Acelyrin Trust DTD 07/23/2020 | ||
| Warrants to purchase Common Stock | $0.3793 | 09/26/2024 | 09/26/2024 | P(1) | 1,880,565 | (4) | (4) | Common Stock | 1,880,565 | (5) | 1,880,565 | I | By: Robert F. Carey III Trust DTD 4/25/01 | ||
| Warrants to purchase Common Stock | $0.3793 | 09/27/2024 | 09/27/2024 | J(6) | 9,886,633 | (7) | (7) | Common Stock | 9,886,633 | (6) | 9,886,633 | I | By: BCR8V, LLC | ||
| Explanation of Responses: |
| 1. Pursuant to a Securities Purchase Agreement (the "Agreement"), dated as of September 26, 2024, by and between Beyond Air, Inc. (the "Issuer") and Steven Lisi (the "Reporting Person"), the Reporting Person acquired in a private placement transaction 1,476,626 shares of common stock, $0.0001 par value per share (the "Common Stock"), pre-funded warrants to acquire 506,321 shares of Common Stock at an exercise price of $0.0001 per share, and common warrants to acquire 1,982,947 shares of Common Stock at an exercise price of $0.3793 per share. |
| 2. The pre-funded warrants will be exercisable on or after the date on which the Company obtains stockholder approval (the "Initial Exercise Date"), as further described in the Agreement and in the Issuer's Current Report on Form 8-K filed with the SEC on September 27, 2024, and shall expire when exercised in full. |
| 3. Each pre-funded warrant was purchased with an accompanying warrant for a purchase price of $0.5042 per pre-funded warrant and accompanying warrant. |
| 4. The common warrants are exercisable on or after the Initial Exercise Date and will have a term that expires five years following the Initial Exercise Date. |
| 5. Each common share was purchased with an accompanying warrant for a purchase price of $0.5043 per share and accompanying warrant. |
| 6. Pursuant to a binding term sheet dated as of September 27, 2024, and in connection with a loan to the Issuer of $7,500,000, the Reporting Person acquired warrants to purchase up to 9,886,633 shares of Common Stock. |
| 7. The warrants issuable will be exercisable on or after the Initial Exercise Date and will expire five years following such date they are exercisable. |
| /s/ Robert Carey | 10/01/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||