Form 8-K

8-K — Beyond Air, Inc.

Accession: 0001493152-26-032621

Filed: 2026-07-09

Period: 2026-07-09

CIK: 0001641631

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Material Modifications to Rights of Security Holders

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

Item: Financial Statements and Exhibits

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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): July

9, 2026

Beyond

Air, Inc.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-38892

47-3812456

(State

or Other Jurisdiction

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 ☐

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

3.03 Material Modification to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated

herein by reference.

Item

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

Beyond

Air, Inc., a Delaware corporation (the “Company”), approved a reverse stock split of the Company’s issued and outstanding

shares of common stock (“Common Stock”), at a ratio of 1-for-20 (the “Reverse Stock Split”). The Reverse Stock

Split was duly approved in a special meeting of the stockholders held on June 18, 2026. On July 9, 2026, the Company filed with

the Secretary of State of the State of Delaware the Fourth Certificate of Amendment to its Amended and Restated Certificate of Incorporation

(the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 12:01

a.m., Eastern Time, on July 13, 2026, and the Company’s Common Stock will begin trading on the Nasdaq Stock Market on a split-adjusted

basis when the market opens on July 13, 2026.

Reasons

for the Reverse Stock Split

The

Company is implementing the Reverse Stock Split to raise the per share bid price of the Company’s Common Stock above $1.00 per

share and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once

the Company’s Common Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time Nasdaq will provide

the Company with notice that it has regained compliance. The Company cannot provide assurance that the Reverse Stock Split will achieve

the desired effects or that, if achieved, such desired effects will be sustained.

Effects

of the Reverse Stock Split

Effective

Date; Symbol; CUSIP Number

The

Reverse Stock Split will become effective on July 13, 2026 (the “Effective Date”). The Common Stock will begin trading on

a split-adjusted basis at the commencement of trading on the Effective Date, under the Company’s existing trading symbol “XAIR.”

The new CUSIP number for the Common Stock following the Reverse Stock Split will be 08862L301.

Split

Adjustment; Treatment of Fractional Shares

the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be exchanged for the number

of shares of Common Stock equal to the number of issued and outstanding shares of Common Stock held by each such stockholder immediately

prior to the Reverse Stock Split, divided by twenty (20), with such resulting number of shares rounded up to the nearest whole share.

As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration shall

be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company does not

intend to round up fractional shares at the beneficial level and will instead round any such fractional shares up at the participant

level. Also on the Effective Date, all equity awards outstanding immediately prior to the Reverse Stock Split will be adjusted to reflect

the Reverse Stock Split.

Certificated

and Non-Certificated Shares

Each

certificate, or book entry, that immediately prior to the Reverse Stock Split represented shares of Common Stock, will, following the

Reverse Stock Split, represent that number of shares of Common Stock into which the shares of Common Stock represented by such certificate

or book entry have been combined, subject to the treatment of fractional shares as described above.

Stockholders

who hold their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split

will automatically be reflected in their brokerage accounts.

Delaware

State Filing

The

Reverse Stock Split was effected pursuant to the Company’s filing of the Certificate of Amendment with the Secretary of State of

the State of Delaware. A copy of the form of the Certificate is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated

herein by reference.

Capitalization

The

Company is authorized to issue 500,000,000 shares of Common Stock and 10,000,000 shares of preferred stock (the “Preferred Stock”).

There will be no change to the number of authorized capital stock of the Company or to the rights limitations and privileges, including

voting rights, of the Company’s designated and outstanding shares of Preferred Stock. The Reverse Stock Split will have no effect

on the par value of the Common Stock or the Preferred Stock.

Immediately

after the Reverse Stock Split, each Common Stockholder’s percentage ownership interest in the Company’s Common Stock and

proportional voting power of the Company’s Common Stock shall remain unchanged, except for minor changes and adjustments that will

result from the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock will remain unaffected

by the Reverse Stock Split.

Item

9.01 Exhibits

(d)

Exhibits.

Exhibit

No.

Description

3.1

Form of Certificate of Amendment

104

Cover

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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:

July 9, 2026

By:

/s/

Robert Goodman

Name:

Robert

Goodman

Title

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

FOURTH

CERTIFICATE OF AMENDMENT OF THE

AMENDED

AND RESTATED CERTIFICATE OF INCORPORATION OF

BEYOND

AIR, INC.

Beyond

Air, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware hereby certifies

as follows:

The name of the Corporation is Beyond Air, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary

of State of the State of Delaware on April 28, 2015. The original Certificate of Incorporation was amended and restated and filed with

the Secretary of State of the State of Delaware effective January 9, 2017 (the “Amended and Restated Certificate of Incorporation”).

A Certificate of Amendment to the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State

of Delaware effective June 26, 2019. A Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation was filed

with the Secretary of State of the State of Delaware effective November 25, 2024. A Third Certificate of Amendment to the Amended and

Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware effective July 9, 2025.

The Amended and Restated Certificate of Incorporation, as amended, is hereby further amended by adding the following new paragraph at

the end of Article IV:

“D.

July 2026 REVERSE STOCK SPLIT

Effective

at 12:01 AM, Eastern Time, on July 13, 2026 (the “July 2026 Split Effective Time”), every twenty (20) shares of common

stock issued and outstanding or held by the Corporation as treasury shares as of the July 2026 Split Effective Time shall automatically,

and without action on the part of the stockholders, be combined, reclassified and changed into one (1) validly issued, fully paid and

non-assessable share of common stock, without effecting a change to the par value per share of common stock, subject to the treatment

of fractional interests as described below (the “July 2026 Reverse Split”). Notwithstanding the immediately preceding

sentence, no fractional shares will be issued in connection with the combination effected by the preceding sentence. The Board of Directors

shall make provision for the issuance of that number of fractions of common stock such that any fractional share of a holder otherwise

resulting from the July 2026 Reverse Split shall be rounded up to the next whole number of shares of common stock. As of the July 2026

Split Effective Time and thereafter, a certificate(s) representing shares of common stock prior to the July 2026 Reverse Split is deemed

to represent the number of post-July 2026 Reverse Split shares into which the pre- July 2026 Reverse Split shares were reclassified and

combined. The July 2026 Reverse Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable

for, common stock of the Corporation and all references to such common stock in agreements, arrangements, documents and plans relating

thereto or any option or right to purchase or acquire shares of common stock shall be deemed to be references to the common stock or

options or rights to purchase or acquire shares of common stock, as the case may be, after giving effect to the July 2026 Reverse Split.”

The Board of Directors of the Corporation has duly adopted resolutions (i) declaring this Fourth Certificate of Amendment to be advisable,

(ii) adopting and approving this Fourth Certificate of Amendment, (iii) directing that this Fourth Certificate of Amendment be submitted

to the stockholders of the Corporation for their approval at the special meeting of the stockholders of the Corporation and (iv) recommending

to the stockholders of the Corporation that this Fourth Certificate of Amendment be approved.

This Fourth Certificate of Amendment was submitted to and duly adopted and approved by the stockholders of the Corporation at the special

meeting of the stockholders of the Corporation in accordance with Sections 222 and 242 of the Delaware General Corporation Law.

This Fourth Certificate of Amendment has been duly authorized, adopted and approved by the Corporation’s Board of Directors in

accordance with the provisions of Sections 141 and 242 of the Delaware General Corporation Law.

This Fourth Certificate of Amendment shall be effective upon its filing with the Secretary of State of the State of Delaware.

[signature

page follows]

WITNESS WHEREOF, Beyond Air, Inc. has caused this Fourth Certificate of Amendment to be signed by a duly authorized officer of the Corporation

on July 9, 2026.

BEYOND

AIR, INC.

/s/

Robert Goodman

Robert

Goodman

Chief

Executive Officer

[Signature

Page to the Fourth Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Beyond Air, Inc.]

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Entity File Number

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Entity Registrant Name

Beyond

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Entity Central Index Key

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Entity Tax Identification Number

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Entity Incorporation, State or Country Code

Entity Address, Address Line One

900

Stewart Avenue

Entity Address, Address Line Two

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