Beyond Air, Inc. (XAIR) Announces $20.6M Share Offering

Beyond Air, Inc. (NASDAQ: XAIR) (“Beyond Air” or the “Company”), a commercial stage medical device and biopharmaceutical company focused on harnessing the power of endogenous and exogenous nitric oxide (NO) to improve the lives of patients, today announced that it has entered into a securities purchase agreement with certain institutional and accredited investors, as well as Company insiders.

“We have strengthened our balance sheet, eliminated debt payments through mid-2026 and extended our cash runway, all of which allows us to continue the momentum of our recent commercial efforts for LungFit PH. We are extremely pleased to add multiple healthcare-focused institutional funds as investment partners who share our vision for the future for LungFit PH,” commented Steve Lisi, Chairman and Chief Executive Officer of Beyond Air.

$20.6 million Private Placement Offering
Under the terms of the securities purchase agreement, the investors have agreed to purchase in a private placement offering 40,392,155 shares of the Company’s common stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to 40,392,156 shares of common stock, at a purchase price of $0.51 per common share (or $0.5099 per pre-funded warrant in lieu thereof) and accompanying warrant in a private placement priced at-the-market under the rules of the Nasdaq Stock Market.

The pre-funded warrants and the warrants will be exercisable upon shareholder approval. The pre-funded warrants will be exercisable at a price of $0.0001 per share until exercised in full. The warrants will have an exercise price of $0.38 per share and a term of five years commencing upon shareholder approval.

The gross proceeds to the Company from this offering are expected to be approximately $20.6 million before deducting the placement agent fees and other offering expenses payable by the Company. Insiders have contributed $2 million to the offering. The Company intends to use the net proceeds from this offering for working capital purposes. The private placement offering is expected to close on or about September 30, 2024, subject to the satisfaction of certain closing conditions.

BTIG, LLC acted as the lead placement agent, and each of Laidlaw & Company (UK) Ltd., JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC acted as co-placement agents for the offering.

Retiring $17.5 Million Term Loan with Avenue Capital
Beyond Air and Avenue Capital have reached an agreement to extinguish the Avenue Capital senior secured term loan for a one-time payment of $17.85 million. This agreement eliminates the debt and interest payments that would have been made to Avenue Capital from October 1, 2024 through June 30, 2026 of $12 million. In addition, Avenue Capital is investing $3.35 million in Beyond Air through the private placement equity offering.

$11.5 Million Loan Agreement
The Company entered into a $11.5 million royalty funding agreement led by certain Beyond Air board members based on net sales of LungFit PH. This debt will carry a payment-in-kind (PIK) interest rate of 15% until July 2026. Payments for interest and principal will commence in July 2026 and be determined based on an 8% royalty rate on sales of LungFit PH. Payments will continue until principal and accrued interest are paid off.

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