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Form 8-K

sec.gov

8-K — Beyond Air, Inc.

Accession: 0001493152-26-030305

Filed: 2026-06-26

Period: 2026-06-25

CIK: 0001641631

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of report (Date of earliest event reported): June 25, 2026

Beyond

Air, Inc.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-38892

47-3812456

(State

or Other Jurisdiction

of

Incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

900

Stewart Avenue, Suite 301

Garden

City, NY 11530

(Address

of Principal Executive Offices and Zip Code)

(516)

665-8200

Registrant’s

Telephone Number, Including Area Code

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

Written communication pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value

$.0001 per share

XAIR

The Nasdaq Stock Market

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☐

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results of Operations and Financial Condition.

On

June 26, 2026, Beyond Air, Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter

and year ended March 31, 2026, and certain recent corporate developments. A copy of the press release is attached hereto as Exhibit 99.1

and is incorporated herein by reference.

This

information, including the Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall

be expressly set forth by specific reference in such filing.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On

June 25, 2026, the Board of Directors of the Company approved a change in the Company’s fiscal year-end from March 31 to December

31, effective December 31, 2026. The Company plans to report its financial results for the nine-month transition period of April 1, 2026

through December 31, 2026 on an Annual Report on Form 10-K/T and to thereafter file reports for the twelve-month period ending December

31 of each year beginning with the twelve-month period ending December 31, 2027. Prior to filing the transition report, the Company will

file its Annual Report on Form 10-K for the fiscal year ended March 31, 2026, its Quarterly Report on Form 10-Q for the quarter ending

June 30, 2026 and its Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.

Item

7.01. Regulation FD Disclosure.

The

information under Item 2.02 above is incorporated herein by reference.

By

filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality

of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information in this Item 7.01

disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the

Exchange Act, or otherwise subject to the liabilities under that section. In addition, the information in this Item 7.01 disclosure,

including Exhibit 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended,

or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release from Beyond Air, Inc., dated as of June 26, 2026.

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: June 26, 2026

By:

/s/ Daniel

Moorhead

Name:

Daniel Moorhead

Title

Chief Financial Officer

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Beyond

Air® Reports Fourth Quarter and Full Year 2026 Financial Results and Provides Corporate Update

Revenue

increased by 107% year-over-year to $7.7 million in the full fiscal year 2026; increased revenue by 66% YoY in the fiscal fourth quarter

2026

The

Company is transitioning its year-end from March 31st to December 31st

Announced

revenue guidance of $8 million for the year ending December 31, 2026 which represents approximately 15% growth; and $16-$18 million or

more than 110% growth for the year ending December 31, 2027

Conference

call at 8:00 a.m. ET today, June 26th

Garden

City, NY, June 26, 2026 – Beyond Air, Inc. (NASDAQ: XAIR) (“Beyond Air” or the “Company”), a

commercial-stage medical device and biopharmaceutical company focused on harnessing the power of nitric oxide (NO) to improve patients’

lives, today announced its financial results for the fiscal fourth quarter and year ended March 31, 2026, and provided a corporate update.

“Fiscal

2026 was a year of meaningful transition for Beyond Air, marked by significant progress in strengthening the foundation of our LungFit

PH commercial program,” said Robert Goodman, Chief Executive Officer of Beyond Air. “Since being appointed CEO, I have focused

on sharpening our commercial execution while aligning our R&D efforts and operating resources with the opportunities we believe can

create the greatest shareholder value. Our fiscal 2026 performance, including the 107% revenue growth, strong customer retention of over

90% and new hospital customer wins, reflect that focus and positions us for what we believe could be an important inflection point for

the business.”

“We

are encouraged by the market interest in the second-generation LungFit PH system, which is currently under FDA review,” continued

Mr. Goodman. “Subject to FDA approval, the system is designed to provide a smaller footprint, reduced weight, simplified operation,

longer service intervals and expanded operational flexibility. The PMA supplement seeks expanded FDA labeling that would permit use during

patient transport by air and ground. If approved, we believe the addressable market opportunity for the LungFit platform could increase

by 4X in the United States to approximately $400 million, and to more than $1 billion worldwide,” concluded Mr. Goodman.

Recent

Financial and Operating Highlights:

● Revenue

increased 107% to $7.7 million for the fiscal year ended March 31, 2026, compared with $3.7

million for the fiscal year ended March 31, 2025. The growth was driven by increased demand

for LungFit PH in both the U.S. and international markets.

● Revenue

increased 66% to $1.9 million for the fiscal quarter ended March 31, 2026, compared with

$1.2 million for the same period last year.

● Awarded

a national group purchasing agreement for inhaled nitric oxide therapy with a leading U.S.

group purchasing organization (GPO), marking the third major U.S. GPO to engage Beyond Air

and significantly expanding the Company’s access to a broad network of healthcare providers.

● Expanded

the global distribution network for LungFit PH throughout fiscal year 2026, which now covers

more than 45 countries positioning the Company for continued international commercial expansion,

subject to applicable regulatory approvals.

● Robert

Goodman was appointed as Chief Executive Officer in March 2026 and will continue to serve

on the Company’s board of directors. Mr. Goodman is a seasoned healthcare executive

and board member with a distinguished track record of leadership across the life sciences

industry.

● Dan

Moorhead was appointed as Chief Financial Officer in January 2026. Mr. Moorhead has more

than 20 years of finance leadership experience across both public and private companies.

● Bob

Carey assumed the role of Chairman of the Board, reflecting the Board’s continued focus

on strengthening governance and supporting the Company’s next phase of commercial and

strategic growth.

● Nasdaq

granted the Company’s request to continue listing on The Nasdaq Stock Market, subject

to regaining compliance with Nasdaq Stock Market LLC’s Listing Rule 5550(a)(2) (the

“Bid Price Rule”) by July 31, 2026. Following stockholder approval at the Company’s

June 18 special meeting, the Board approved a 1-for-20 reverse stock split, which is expected

to enable the Company to regain compliance ahead of the deadline.

Pending

Regulatory Milestones

● Awaiting

approval of the PMA supplement for the second-generation LungFit PH, which was submitted

to the U.S. FDA in June 2025.

○ With

a broader label, including use during patient transport by air and ground, the second-generation

system is expected to increase the total addressable U.S. market for the LungFit platform

to approximately $400 million and to more than $1 billion worldwide.

● International

submissions for LungFit PH remain on track with local partners.

Fiscal

Quarter Ended March 31, 2026 Financial Results

Revenues

for the fiscal quarter ended March 31, 2026 increased 66% to $1.9 million, compared with $1.2 million for the fiscal quarter ended March

31, 2025. Gross profit increased to $94,000 for the quarter ended March 31, 2026, compared with a gross loss of $32,000 for the quarter

ended March 31, 2025. The increase in gross profit was primarily attributed to sales growth.

Research

and development expenses for the fiscal quarter ended March 31, 2026 decreased 30% to $2.3 million, compared with $3.3 million for the

fiscal quarter ended March 31, 2025.

Selling,

general and administrative expenses for the fiscal quarter ended March 31, 2026 increased 28% to $5.0 million, compared with $3.9 million

for the fiscal quarter ended March 31, 2025. The increase was primarily attributed to one-time severance and related charges.

2

Other

expense for the quarter ended March 31, 2026 was $3.2 million compared with other expense of $0.9 million for the quarter ended March

31, 2025.

Net

loss attributed to common stockholders of Beyond Air, Inc. for the quarter ended March 31, 2026 was ($10.3) million or a loss of ($0.77)

per share, basic and diluted, compared with ($8.0) million or a loss of ($1.79) per share, basic and diluted, for the fiscal quarter

ended March 31, 2025.

Net

cash burn, excluding inflows from financing activities, was $5.4 million for the fiscal quarter ended March 31, 2026.

Fiscal

Year Ended March 31, 2026 Financial Results

Revenues

for the fiscal year ended March 31, 2026 increased 107% to $7.7 million, compared with $3.7 million for the fiscal year ended March 31,

2025. Gross profit increased to $0.3 million for the fiscal year ended March 31, 2026, compared with a gross loss of $1.7 million for

the fiscal year ended March 31, 2025. The increase in gross profit was primarily attributed to sales growth.

Research

and development expenses for the fiscal year ended March 31, 2026 decreased 39% to $10.2 million compared with $16.9 million for the

fiscal year ended March 31, 2025. The reduction was primarily driven by decreased employee expenses as a result of prior restructuring

activities and lower development costs associated with our Gen 2 device and PMA supplement, which was submitted to the FDA in June 2025.

Selling,

general and administrative expenses for the fiscal years ended March 31, 2026 and 2025 were $19.1 million and $26.0 million, respectively.

The decrease of 27% or approximately $6.9 million was primarily attributed to a reduction in employee-related costs.

Other

expense for the fiscal year ended March 31, 2026 increased to $5.3 million, compared with $3.9 million for the fiscal year ended March

31, 2025. The increase in expense of approximately $1.4 million was primarily attributed to the change in fair value of derivative liability,

partially offset by a reduction in the prior period loss associated with the extinguishment of debt.

Net

loss attributed to common stockholders of Beyond Air, Inc. was ($33.2) million, or a loss of ($4.01) per basic and diluted share, for

the fiscal year ended March 31, 2026, compared with ($46.6) million, or a loss of ($13.77) per basic and diluted share, for the fiscal

year ended March 31, 2025.

Net

cash burn, excluding inflows from financing activities, was $19.1 million for the fiscal year ended March 31, 2026.

As

of March 31, 2026, the Company reported cash, cash equivalents, restricted cash and marketable securities of $17.3 million.

Total

long-term debt outstanding was $21.6 million as of March 31, 2026. The Company has $18.2 million remaining available under its equity

line of credit.

The

Company is transitioning its fiscal year-end from March 31st to December 31st.

3

Financial

Guidance for Full Calendar Years 2026 and 2027

The

Company announced revenue guidance of $8 million for calendar year 2026, representing 15% growth compared with calendar year 2025. For

calendar year 2027, the Company announced revenue guidance of $16-$18 million, representing more than 110% year-over-year growth at the

midpoint compared with 2026 guidance and including the commercial launch of the second-generation LungFit PH system. With expanding market

access, growing customer adoption, international expansion and a significantly larger addressable market pending the commercial launch

of the second-generation LungFit PH, the Company believes it is entering an important new phase of commercial execution and a potential

inflection point for revenue growth.

Conference

Call & Webcast

Friday,

June 26th @ 8:00 AM ET

Domestic: 1-877-407-0784

International: 1-201-689-8560

Conference

ID: 13761239

Webcast: A

webcast of the live conference call can be accessed by visiting the Events section of the

Company’s website (click here) or directly (click here). An online replay

will be available on the Company’s website or via the direct link an hour after the

call.

About

Beyond Air®, Inc.

Beyond

Air is a commercial-stage medical device and biopharmaceutical company dedicated to harnessing the power of endogenous and exogenous

nitric oxide (NO) to improve the lives of patients suffering from respiratory illnesses, neurological disorders, and solid tumors. The

Company has received FDA approval and CE Mark for its first system, LungFit PH, for the treatment of term and near-term neonates with

hypoxic respiratory failure. For more information, visit www.beyondair.net.

About

LungFit *

Beyond

Air’s LungFit is a cylinder-free, phasic flow generator and delivery system designated as a medical device by the U.S. Food and

Drug Administration (FDA). The ventilator-compatible version of the device can generate NO from ambient air on demand for delivery to

the lungs at concentrations ranging from 1 ppm to 80 ppm. The LungFit system could potentially replace large, high-pressure NO cylinders,

providing significant advantages in the hospital setting, including greatly reducing inventory and storage requirements, improving overall

safety by eliminating NO2 purging steps, and offering other operational benefits.

LungFit

can also deliver NO at concentrations at or above 80 ppm for potentially treating severe acute lung infections in the hospital setting

(e.g., COVID-19, bronchiolitis) and chronic, refractory lung infections in the home setting (e.g., NTM). With the elimination of cylinders,

Beyond Air intends to offer NO treatment in the home setting.

*Beyond

Air’s LungFit PH is approved for commercial use in the United States, European Union, and many other countries around the world.

Beyond Air’s other LungFit systems are not approved for commercial use and are for investigational use only. Beyond Air is not

suggesting NO use over 80 ppm or use at home.

4

About

Nitric Oxide

Nitric

Oxide (NO) is a potent molecule, naturally synthesized in the human body, proven to play a critical role in a broad array of biological

functions. In the airways, NO targets the vascular smooth muscle cells that surround the small resistance arteries in the lungs. Currently,

exogenous inhaled NO is used in adult respiratory distress syndrome, post certain cardiac surgeries and persistent pulmonary hypertension

of the newborn to treat hypoxemia. Additionally, NO is believed to play a key role in the innate immune system and in vitro studies suggest

that NO possesses anti-microbial activity not only against common bacteria, including both gram-positive and gram-negative, but also

against other diverse pathogens.

Forward

Looking Statements

This

press release contains “forward-looking statements” concerning the potential safety and efficacy of inhaled nitric oxide

and the ultra-high concentration nitric oxide product candidate, as well as its therapeutic potential in a number of indications; and

the potential impact on patients and anticipated benefits associated with inhaled nitric oxide and the ultra-high concentration nitric

oxide product candidate. Forward-looking statements include statements about expectations, beliefs, or intentions regarding product offerings,

business, results of operations, strategies or prospects. You can identify such forward-looking statements by the words “appears,”

“expects,” “plans,” “anticipates,” “believes” “expects,” “intends,”

“looks,” “projects,” “goal,” “assumes,” “targets” and similar expressions

and/or the use of future tense or conditional constructions (such as “will,” “may,” “could,” “should”

and the like) and by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking

statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking

statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could

cause actual results to differ materially from any future results expressed or implied by the forward-looking statements. These forward-looking

statements are only predictions and reflect views as of the date they are made with respect to future events and financial performance.

Many factors could cause actual activities or results to differ materially from the activities and results anticipated in forward-looking

statements, including risks related to the ability to raise additional capital; the timing and results of future pre-clinical studies

and clinical trials; the potential that regulatory authorities, including the FDA and comparable non-U.S. regulatory authorities, may

not grant or may delay approval for our product candidates; the approach to discover and develop novel drugs, which is unproven and may

never lead to efficacious or marketable products; the ability to fund and the results of further pre-clinical studies and clinical trials

of our product candidates; obtaining, maintaining and protecting intellectual property utilized by products; obtaining regulatory approval

for products; competition from others using similar technology and others 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, all of which are available on

Beyond Air’s website. Beyond Air undertake no obligation to update, and have 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

Cdavis@lifesciadvisors.com

(212)

915-2577

5

BEYOND

AIR, INC. AND SUBSIDIARIES

CONSOLIDATED

BALANCE SHEETS

(in

thousands)

March 31,

2026

March 31,

2025

ASSETS

Current assets

Cash and cash equivalents

$ 6,740

$ 4,665

Marketable securities

4,901

2,252

Restricted cash

5,622

231

Accounts receivable, net

1,086

710

Inventory, net

1,406

2,417

Other current assets and prepaid expenses

5,012

5,743

Total current assets

24,767

16,018

Licensed right to use technology

1,018

1,222

Right-of-use lease assets

1,193

1,706

Property and equipment, net

8,249

11,013

Other assets

158

103

TOTAL ASSETS

$ 35,385

$ 30,062

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

$ 2,417

$ 1,950

Accrued expenses and other current liabilities

3,372

2,045

Operating lease liabilities, current portion

321

396

Loans payable, current portion

401

609

Total current liabilities

6,511

5,000

Operating lease liabilities, net

1,023

1,486

Long-term debt, net

21,639

9,197

Warrant liability

2

38

Total liabilities

29,175

15,721

Stockholders’ equity

Preferred Stock

-

-

Common Stock

1

-

Treasury stock

(25 )

(25 )

Additional paid-in capital

325,587

299,990

Accumulated deficit

(319,571 )

(286,322 )

Accumulated other comprehensive income/(loss)

134

(60 )

Total stockholders’ equity attributable to Beyond Air, Inc.

6,126

13,583

Non-controlling interest

84

758

Total stockholders’ equity

6,210

14,341

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 35,385

$ 30,062

6

BEYOND

AIR, INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(amounts

in thousands, except share and per share data)

For the Three Months ended

March 31,

For the year ended

March 31,

2026

2025

2026

2025

Revenue

$ 1,907

$ 1,152

$ 7,679

$ 3,705

Cost of revenue

1,813

1,184

7,427

5,368

Gross profit (loss)

94

(32 )

252

(1,663 )

Operating expenses:

Research and development

2,276

3,258

10,241

16,857

General and administrative

4,988

3,884

19,055

26,017

Total operating expenses

7,264

7,142

29,296

42,874

Loss from operations

(7,170 )

(7,174 )

(29,044 )

(44,537 )

Other income (expense)

Dividend/Interest income

114

68

303

705

Interest and finance expense

(1,240 )

(580 )

(3,515 )

(3,019 )

Change in fair value of warrant liability

(1 )

18

35

237

Change in fair value of derivative liability

(1,878 )

-

(1,395 )

1,314

Foreign exchange loss

(19 )

23

(108 )

(3 )

Loss on extinguishment of debt

(165 )

87

(165 )

(2,447 )

Loss on disposal/impairment of fixed assets

(15 )

(505 )

(431 )

(738 )

Other income / (expense)

6

(2 )

(14 )

9

Total other income (expense)

(3,198 )

(891 )

(5,290 )

(3,942 )

Net loss

$ (10,368 )

$ (8,065 )

$ (34,334 )

$ (48,479 )

Less: Net loss attributable to non-controlling interest

(86 )

(29 )

(1,085 )

(1,854 )

Net loss attributable to Beyond Air, Inc.

$ (10,282 )

$ (8,036 )

$ (33,249 )

$ (46,625 )

Other comprehensive income/loss, net of tax:

Foreign currency translation adjustment

24

(8 )

194

(45 )

Comprehensive loss attributable to Beyond Air, Inc.

$ (10,258 )

$ (8,044 )

$ (33,055 )

$ (46,670 )

Net basic and diluted loss per share attributable to Beyond Air, Inc.

$ (0.77 )

$ (1.79 )

$ (4.01 )

$ (13.77 )

Weighted average number of shares outstanding, basic and diluted1

13,288,011

4,498,971

8,300,916

3,385,327

(1)

Prior period results have been adjusted to reflect the one-for-twenty

stock split in July 2025.

7

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Number 240

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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