Beyond Air Announces $20.6 Million Mark-to-Market Private Placement Under Nasdaq Rules

– Financing strengthens balance sheet and expected to provide sufficient cash flow through June 2026 –

– Removing $17.5 million in debt from Avenue Capital, aided by $11.5 million in new debt from an insider-led group; eliminates $12 million in debt payments scheduled through June 2026 –

– Avenue Capital, current insiders and a select group of healthcare-focused investment funds participated in the stock offering –

GARDEN CITY, NY, September 27, 2024 (GLOBE NEWSWIRE) — Beyond Air, Inc. (NASDAQ: XAIR) (“Beyond Air” or the “Company”), a commercial-stage biopharmaceutical and medical device 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 industry insiders. Company.

“We have strengthened our balance sheet, eliminated debt repayments until mid-2026 and expanded our cash position, allowing us to continue the momentum of our recent commercial efforts for LungFit PH. We are extremely excited to add several healthcare-focused institutional funds as investment partners who share our vision for the future of LungFit PH,” commented Steve Lisi, Chairman and CEO of Beyond Air.

$20.6 million private placement offering
Under the terms of the Securities Purchase Agreement, 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 share of common stock (or $0.5099 per pre-funded warrant in replacement) and the warrant subscription which accompanies it as part of a private placement valued at market price according to the rules of the Nasdaq stock market.

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

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

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

Withdrawal of a $17.5 million term loan with Avenue Capital
Beyond Air and Avenue Capital have entered into an agreement to extinguish Avenue Capital’s senior secured term loan for a one-time payment of $17.85 million. This agreement eliminates debt and interest payments that would have been made to Avenue Capital from October 1, 2024 to June 30, 2026 of $12 million. Additionally, Avenue Capital is investing $3.35 million in Beyond Air through an equity private placement.

$11.5 million loan agreement
The company entered into an $11.5 million royalty financing deal led by certain Beyond Air board members, based on LungFit PH net sales. This debt will carry an interest-in-kind (PIK) rate of 15% until July 2026. Payments of interest and principal will begin in July 2026 and will be determined based on a royalty rate of 8% on the LungFit PH sales. Payments will continue until the principal and accrued interest are repaid.

About the private placement offering
The offer and sale of the foregoing securities is being made in a transaction not involving a public offering and has not been registered under the Securities Act of 1933, as amended (the “Securities Act “), or applicable state securities laws. Accordingly, the securities may not be offered or resold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable securities laws. applicable states.

Pursuant to an agreement with investors, the Company is required to file an initial registration statement with the Securities and Exchange Commission covering the resale of the common stock and the shares underlying the warrants and pre-funded warrants within 30 calendar days and to use all possible efforts to ensure that the registration statement is declared effective as quickly as possible thereafter, and in any event not later than 105 days after today in case of a “full review” by the Securities and Exchange Commission.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor is there any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws. of such jurisdiction.

About Beyond Air®, Inc.
Beyond Air is a commercial-stage biopharmaceutical and medical device company dedicated to harnessing the power of endogenous and exogenous nitric oxide (NO) to improve the lives of patients suffering from respiratory diseases, neurological disorders and tumors solid. The Company received FDA approval for its first system, LungFit® PH, for the treatment of term and short-term neonates with hypoxic respiratory failure. Beyond Air is currently advancing its other revolutionary LungFit systems in clinical trials for the treatment of serious lung infections such as hospital-acquired viral pneumonia (including COVID-19) and non-tuberculous mycobacteria (NTM), among others. Additionally, the company has also partnered with the Hebrew University of Jerusalem to advance a preclinical program dedicated to the treatment of autism spectrum disorder (ASD) and other neurological disorders. Additionally, Beyond Cancer, Ltd., a subsidiary of Beyond Air, is investigating ultra-high concentrations of NO with a proprietary delivery system to target certain solid tumors in a preclinical setting. For more information, visit www.beyondair.net.

Forward-looking statements
This press release contains “forward-looking statements” (as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended). You can identify these forward-looking statements by the words “appears”, “expects”, “plans”, “anticipates”, “believes”, “expects”, “intends”, “looks” , “plans”, “objective”, “assumes”, “target” and similar expressions and/or the use of future tense or conditional constructions (such as “will”, “may”, “could”, “should” and others) and by the fact that these statements do not strictly concern historical or current matters. Rather, forward-looking statements relate to events, activities, trends or results that are anticipated or expected as of the date they are made. Because forward-looking statements relate to events that have not yet occurred, such statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from any future results expressed or implied by them. forward-looking statements. These forward-looking statements are only predictions and reflect opinions as of the date they are made regarding future events and financial performance. Many factors could cause actual activities or results to differ materially from the activities and results anticipated in the forward-looking statements, including those related to the consummation of the offering, risks related to the ability to raise additional capital; the timing and results of future preclinical studies and clinical trials; the possibility that regulatory authorities, including the FDA and comparable non-U.S. regulatory authorities, will not grant or delay approval of our product candidates; the approach to discovering and developing new drugs, which are unproven and may never lead to effective or marketable products; the financing capacity and results of other preclinical studies and clinical trials of our product candidates; obtain, maintain and protect the intellectual property used by the Products; obtain regulatory approval of products; competition from third parties using similar technology and third parties developing products for similar uses; dependence on collaborators; and other risks, which may, in part, be identified and described in the “Risk Factors” section of Beyond Air’s most recent Annual Report on Form 10-K and other of its filings with the Securities and Exchange Commission. and Exchange Commission, all of which are available. on the Beyond Air website. Beyond Air undertakes no obligation to update, and has no policy of updating or revising, these forward-looking statements, except as required by applicable law.

CONTACTS:
Investor Relations Contacts

Corey Davis, Ph.D.
LifeSci Advisors, LLC
[email protected]
(212) 915-2577