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STOCKHOLDERS’ EQUITY
 3 Months Ended
Jun. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 4 STOCKHOLDERS’ EQUITY

 

On November 4, 2025, the Company entered into an equity purchase agreement (the “Streeterville Purchase Agreement”) with Streeterville Capital, LLC (“Streeterville”) for the purchase of up to $20 million of the Company’s shares of common stock. In connection with the Streeterville Purchase Agreement, Streeterville and the Company entered into a Registration Rights Agreement, pursuant to which the Company filed a registration statement for the resale of up to 80,000 shares of common stock (the “Registration Statement”).

 

Pursuant to the Streeterville Purchase Agreement (so long as there is no balance outstanding on the Note) (Note 9), the Company has the right, but not the obligation, to direct Streeterville, by delivery to Streeterville of a put notice from time to time during a period of up to two years, to purchase shares of common stock (i) in a minimum amount not less than $25,000, and (ii) in a maximum amount up to the median daily trading volume of the common stock during the five trading days immediately preceding delivery of the put notice, or such other greater amount mutually agreed upon by the parties; provided, however, that the number of put shares shall not exceed the beneficial ownership limitation, of 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable pursuant to a put notice.

 

During the three months ended June 30, 2026, the Company and Streeterville entered into various exchange agreements on the Note, pursuant to which the Company delivered 58,692 shares of common stock to Streeterville with an average fair market value of $9.20 per share over each issuance date, resulting in approximately $0.5 million recorded to additional paid-in capital.

 

Stock Option Plans

 

The Company’s Eighth Amended and Restated 2013 Beyond Air Equity Incentive Plan (the “2013 BA Plan”) allows for awards to officers, directors, employees, and consultants of stock options, restricted stock units and restricted shares of the Company’s common stock. The 2013 BA Plan has 84,000 shares authorized for issuance. As of June 30, 2026, 44,359 shares were available under the 2013 BA Plan.

 

 

BEYOND AIR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 4 STOCKHOLDERS’ EQUITY (continued)

 

Restricted Stock Units

 

The fair value for the restricted stock unit awards was valued at the closing price of the Company’s common stock on the date of grant. Restricted stock units vest annually over five years.

 

A summary of the Company’s restricted stock unit awards for the three months ended June 30, 2026 is as follows:

 

  

Number Of

Shares

  

Weighted

Average Grant

Date Fair Value

 
         
Unvested as of March 31, 2026   475   $2,588.20 
Granted   -    - 
Vested   -    - 
Forfeited   -    - 
Unvested as of June 30, 2026   475   $2,588.20 

 

Stock-based compensation expense related to these stock issuances for the three months ended June 30, 2026 and June 30, 2025 was $0.1 million and $0.2 million, respectively.

 

As of June 30, 2026, the Company had unrecognized stock-based compensation expense for the restricted stock unit awards in the 2013 BA Plan of approximately $0.2 million, which is expected to be expensed over the weighted average remaining service period of 0.7 years.

 

As of June 30, 2026, all vested shares had been issued.

 

Stock Options

 

The vesting terms of the options issued under the 2013 BA Plan are generally four years and expire ten years from the grant date.

 

A summary of the change in stock options for the three months ended June 30, 2026 is as follows:

 

  

Number of

Options

  

Weighted

Average

Exercise

Price of

Options

  

Weighted

Average

Remaining

Contractual

Life of

Options

  

Aggregate

Intrinsic

Value

(in thousands)

 
                 
Options outstanding as of March 31, 2026   37,966   $36.42    7.2   $- 
Granted   575    8.92    -    - 
Exercised   -    -    -    - 
Forfeited   (364)   38.30    -    - 
Outstanding as of June 30, 2026   38,177   $35.99    7.0   $- 
Exercisable as of June 30, 2026   24,807   $39.00    6.0   $- 

 

As of June 30, 2026, the Company had unrecognized stock-based compensation expense for the stock options in the 2013 BA Plan of approximately $1.0 million, which is expected to be expensed over the weighted average remaining service period of 1.5 years.

 

For the three months ended June 30, 2026, the weighted average fair value of options granted, adjusted for the 2026 Reverse Stock Split, was $7.48 per share.

 

 

BEYOND AIR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 4 STOCKHOLDERS’ EQUITY (continued)

 

The Company’s 2021 Beyond Cancer Ltd Equity Incentive Plan (the “2021 BC Plan”) allows for awards to officers, directors, employees, and consultants of stock options, restricted stock units and restricted shares of Beyond Cancer’s common shares. The vesting terms of the options issued under the 2021 BC Plan are generally four years and they expire ten years from the grant date. On November 3, 2022, the Company’s Board of Directors approved an amendment to reserve for issuance an additional 2,000,000 shares of common stock. The 2021 BC Plan has 4,000,000 shares authorized for issuance. As of June 30, 2026, 1,771,250 common shares were available under the 2021 BC Plan.

 

  

Number of

Options

  

Weighted

Average

Exercise

Price of

Options

  

Weighted

Average

Remaining

Contractual

Life of

Options

  

Aggregate

Intrinsic

Value
(thousands)

 
                 
Options outstanding as of March 31, 2026   2,254,500   $5.50    6.2   $- 
Granted   -    -    -    - 
Exercised   -    -    -    - 
Forfeited   (25,750)   5.50    -    - 
Outstanding as of June 30, 2026   2,228,750   $5.50    5.9   $- 
Exercisable as of June 30, 2026   2,087,500   $5.50    5.9   $- 

 

As of June 30, 2026, the Company had unrecognized stock-based compensation expense for the stock options in the 2021 BC Plan of approximately $0.1 million, which is expected to be expensed over the weighted average remaining service period of 1.0 years.

 

The Company’s 2023 NeuroNos Ltd. Equity Incentive Plan (the “2023 NNOS Plan”) allows for awards to officers, directors, employees, and consultants of stock options, restricted stock units and restricted shares of NeuroNos Ltd.’s common stock. The vesting terms of the options issued under the 2023 NNOS Plan are generally four years and they expire ten years from the grant date. On March 31, 2025, the Company’s Board of Directors approved to reserve for issuance 1,725,000 shares of common stock. As of June 30, 2026, 446,149 shares were available under the 2023 NNOS Plan.

 

A summary of the change in stock options for NeuroNos for the three months ended June 30, 2026 is as follows:

 

  

Number of

Options

  

Weighted

Average

Exercise

Price of

Options

  

Weighted

Average

Remaining

Contractual

Life of

Options

  

Aggregate

Intrinsic

Value

(thousands)

 
                 
Options outstanding as of March 31, 2026   1,259,329   $0.24    8.1   $3,477 
Granted   -    -    -    - 
Exercised   -    -    -    - 
Forfeited   (478)   3.00    -    - 
Outstanding as of June 30, 2026   1,258,851   $0.24    7.8   $3,477 
Exercisable as of June 30, 2026   851,363   $0.18    7.8   $2,404 

 

As of June 30, 2026, the Company had unrecognized stock-based compensation expense for the stock options in the 2023 NNOS Plan of approximately $0.1 million, which is expected to be expensed over the weighted average remaining service period of 0.5 years.

 

 

BEYOND AIR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 4 STOCKHOLDERS’ EQUITY (continued)

 

The following was utilized to calculate the fair value of options on the date of grant:

 

   June 30, 2026   June 30, 2025 
Risk-free interest rate   4.26%   4.0 – 4.2%
Expected volatility (Beyond Air)   103.9%   91.6 – 95.7%
Expected volatility (Beyond Cancer)   N/A%   N/A%
Expected volatility (NeuroNos)   N/A%   95%
Dividend yield   0%   0%
Expected terms (in years)   6.25    6.25 

 

The following summarizes the components of stock-based compensation expense which included stock options and restricted stock units for the three months ended June 30, 2026 and June 30, 2025:

 

   2026   2025 
   Three Months Ended 
(in thousands)  June 30, 
   2026   2025 
         
Research and development  $110   $300 
General and administrative   926    1,277 
Total stock-based compensation expense  $1,036   $1,577 

 

Warrants

 

During the three months ended June 30, 2026, holders exercised 95,000 of the 2026 Pre-Funded Warrants.

 

A summary of the Company’s outstanding warrants as of June 30, 2026 is as follows:

 

Warrant Holders 

Number of

Warrants

  

Exercise

Price

  

Intrinsic

Value

(in thousands)

  

Date of

Expiration

 
                 
NitricGen agreement   200   $2,760.00   $-    January 2028 
Avenue agreement   585   $151.72    -    June 2028 
March 2024 raise   24,108   $900.00    -    March 2027 
Avenue extension agreement   250   $512.00    -    June 2029 
September 2024 equity offering   27,764   $151.72    -    September 2029 
September 2024 debt instrument   63,542   $39.00    -    September 2029 / November 2030 
September 2025 inducement   35,982   $44.20    -    September 2030 
January 2026 equity offering   196,542   $22.94    -    January 2031 
Subtotal   348,973   $101.03   $-      
                     
Pre-funded warrants (Sep-2024 offering)   11,002   $0.040   $98    September 2029 
Pre-funded warrants (Jan-2026 offering)   12,131   $0.002   $108    January 2031 
Total   372,106   $94.75   $206      

 

 

BEYOND AIR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)