美國

證券交易委員會

華盛頓，特區。20549

時間表 14A

根據第14(a)條規定的代理聲明

證券交易所

由註冊人☒提交

由註冊人以外的當事人提交☐

勾選適當的選框：

BEYOND AIR，INC。

僅限於其章程規定的註冊人的名稱

繳納申報費用（勾選所有適用的框）：

900 STEWARt 大道，301套房

花園城，紐約 11530

股東周年大會通知

將於2024年11月22日（星期五）美國東部時間下午4:30舉行

致Beyond Air，Inc.的股東：

我們 誠摯邀請您出席Beyond Air, Inc.的2025年股東年會（下稱「年會」），該公司是一家特拉華州公司，將於2024年11月22日星期五下午4:30（東部時間）在Beyond Air, Inc.辦公室900 Stewart Avenue, Suite 301, Garden City, New York, 11530親臨現場，屆時將討論以下議程，具體內容請參閱隨附的代理聲明書：

我們的董事會已確定2024年10月11日爲年度股東大會（「登記日」）的業務截止日期。只有2024年10月11日登記的股東有權收到年度股東大會通知並參加投票。有關投票權利和即將表決的事項的更多信息已在附隨的代理聲明中提供。關於如何投票您的股份的具體說明，請參考您在郵件中收到的代理卡上的說明，以及附隨的代理聲明中的額外信息。包括我們的已審計財務報表在內，有關我們業務和運營的其他詳細信息已包含在截至2024年3月31日的年度報告Form 10-k中（「年度報告」）。我們建議您仔細閱讀並考慮這些文件。

您的投票非常重要，無論您擁有多少股份，以及是否計劃參加年度股東大會，我們都建議您通過互聯網、電話或郵寄提交您的投票。

我們 感謝您對beyond air的持續支持。

目錄

BEYOND AIR, INC.

代理人 聲明書

2025年股東年度大會

將於2024年11月22日星期五下午4:30（東部時間）舉行

此份代理人聲明及隨附的代理表乃為了董事會對 2025 年度股東大會（以下簡稱「年度大會」）的代理人徵詢而提供，該大會是在Beyond Air, Inc.（一家特許為德拉瓦州公司）舉行的，並指的是包括會議的任何延期、中止或持續。年度大會將於 2024 年 11 月 22 日星期五下午 4 時 30 分（東部時間）在Beyond Air, Inc. 辦公室，地址為 900 Stewart Avenue, Suite 301, Garden City, 紐約州 11530 舉行。這些代理材料及我們截至 2024 年 3 月 31 日的年度報告（我們的「年度報告」）將於 2024 年 10 月 31 日或其前後寄送給所有具有表決權的記錄股東，他們有權在年度大會上投票。

以下以“問答”格式提供的資訊僅供您方便，僅是本份代理人文件中包含的資訊的摘要。您應該仔細閱讀這份代理人文件的全部內容。本代理人文件中包含的資訊，或者可以通過我們的網站獲取的資訊，並非意在納入本份代理人文件中，而這份代理人文件中對我們網站地址的引用僅為文字參考而已。

重要 有關於將於2024年11月22日舉行的年度股東大會的代理材料的通知。我們的代理聲明書、附有的代理卡以及截至2024年3月31日結束的年度報告，均可在proxyvote.com上以電子形式取得。

展望性聲明。代理聲明書可能包含《1995年私人證券訴訟改革法》“安全港”條款內容之「展望性聲明」，該等聲明受到重大風險和不確定性影響，並基於估計和假設。代理聲明書中包含的所有陳述，均為除了歷史事實陳述以外的展望性聲明。在某些情況下，您可以通過「可能」、「或許」、「將」、「目的」、「打算」、「應該」、「可能」、「將會」、「期待」、「認為」、「設計」、「估計」、「預測」、「潛在」、「計劃」或這些術語的否定形式等詞語來識別展望性聲明，並類似的表達旨在識別展望性聲明。這些陳述涉及已知和未知的風險、不確定性和其他因素，這些因素可能導致我們的實際結果與代理聲明中的展望性陳述表述或隱含之間存在重大差異。此類風險、不確定性和其他因素包括在我們最近的10-k表格年度報告第Item 1A下描述的風險，以及我們隨後的10-Q季度報告和我們向SEC提交的其他後續報告和文件中可能更新的風險。公司明確聲明不對更新或修改任何陳述承擔責任，無論是因新信息、未來事件還是其他原因，除非法律要求。

有關代理材料和我們的年度股東大會的問題和答案

為什麼 我會收到這些資料？

我們的董事會正在徵求您的代理權，以便在我們的年度股東大會上投票，包括在會議的任何休會、續會或延期時。這些代理材料描述了公司希望您投票的提議，並提供有關這些提議的信息，以便您做出明智的決定。我們向所有有權在年度股東大會上投票的記錄股東提供我們的代理材料。

誰 有資格投票？

截至2024年10月11日業務結束時持有我們普通股的股東，即為年度股東大會的「登記日期」，得以參加年度股東大會。截至登記日期，我們的普通股流通股共計72,187,636股。在年度股東大會上決定所有事項時，每位股東將有權就截至登記日期其持有的每一股普通股投一票。股東不得就董事選舉累積投票權。

註冊股東如果我們的普通股直接在您的名下由我們的過戶代理註冊，則您將被視為該股的股東記錄，並且我們會直接向您發送通知書和代理人聲明。作為股東記錄，您有權將您的投票代理直接授予代理卡上列出的個人，或者親自出席年度股東大會進行投票。在本次代理人聲明中，我們稱這些註冊股東為「記錄股東」。

街道 名稱股東如果我們的普通股由券商賬戶或銀行或其他代名人代表您持有，則您被視為持有“街道名稱”中持有的股份的實益所有人，通知和代理聲明已由您的券商或代名人轉發給您，有關這些股份的記錄股東被視為您的券商或代名人。作為實益所有人，您有權指示您的券商、銀行或其他代名人投票您的股份。實益所有人也被邀請出席股東大會。然而，由於實益所有人並非記錄股東，除非按照券商的程序獲得法定代理權，否則您無法親自在股東大會上投票我們的普通股。您的券商、銀行或其他代名人將提供一份投票指示表供您使用。在本代理聲明中，我們將持有其股份通過券商、銀行或其他代名人的股東稱為“街道名稱股東”。

什麼是“代理人無投票權”？

如果您是由經紀人、銀行、信託或其他代理人持有的股份的實益擁有人，且未向您的經紀人、銀行、信託或其他代理人提供投票指示，則您的股份可能構成“經紀人棄權票”。當經紀人、銀行、信託或其他代理人未獲得實益擁有人的指示，且未提供指示時，在一項事項上出現經紀人棄權票。如果根據適用的股票交易所規則，經紀人、銀行、信託或其他代理人未經指示不得投票該事項，則這些事項被稱為“非例行”事項。

我正在投票的是什麼重要事項？

您 將投票選擇：

董事會如何建議我在這些提議上投票？

我們的 董事會建議投票：

每個提案需要多少票才能獲得批准？

什麼是法定人數？

所所有股東大會當中，根據我們修訂及重述章程（「章程」）和特拉華法律，出席年度股東大會所需的最低股份數為法定最低數目。 在年度股東大會上，以親自出席、通過遠程通訊（如適用）或通過代理出席我們普通股中所有優先投票權的一半以上的股份即視為形成年度股東大會的法定最低股份數。 棄權、保留投票權和經紀人棄權票將被視為出席並有權投票，以決定是否形成法定最低股份數。

我該如何投票？

如果你是持股記錄股東，有四種投票方式：

網路投票 請至 www.proxyvote.com

使用互聯網傳送您的投票指示和電子信息交付。請在2024年11月21日東部時間晚上11:59之前投票。當您訪問該網站時，請攜帶您的代理卡，按照指示獲取您的記錄並創建電子投票指示表。

若您希望降低公司郵寄代理材料所產生的費用，您可以同意透過電子郵件或網路收取所有未來的代理聲明、代理卡和年度報告。若要註冊電子交付，請按照上述指示使用網路投票，當提示時，請表明您同意未來年度以電子方式收取或存取代理材料。

用電話投票，撥打1-800-690-6903號碼

使用任何觸碰式電話傳送您的投票指示。請在2024年11月21日晚上11:59（東部時間）前投票。在您致電時請準備好您的代理人卡並按照指示操作。

郵寄方式 投票

馬克，請在授權書上簽名並日期，然後將其寄回我們提供的郵資付費信封或寄回至投票處理部，地址：Broadridge公司，Edgewood，51 Mercedes Way，NY 11717。

親自前往投票

年度會議將於2024年11月22日星期五下午4:30在東部時間，在我們位於紐約11530號的900 Stewart Avenue，301室舉行。

即使您計劃親自參加年度股東大會，我們建議您也通過代理投票，以便在您稍後決定不出席時能計算您的投票。

如果您是街名股東，您將從您的經紀人、銀行或其他代理商那裡收到投票指示。您必須遵循您的經紀人、銀行或其他代理商提供的投票指示，以指示您的經紀人、銀行或其他代理商如何投票您的股份。街名股東通常可以通過退回指示卡、電話或互聯網進行投票。但是，電話和互聯網投票的可用性將取決於您的經紀人、銀行或其他代理商的投票流程。如上所述，如果您是街名股東，您除非從您的經紀人、銀行或其他代理商獲得法定代理權，否則無法親自在年度股東大會上投票。

我可以更改我的投票嗎？

可以。 如果你是名冊股東，你可以在年度股東大會前隨時更改你的投票或撤銷你的代理權：

如果你是街道股東，你的經紀人、銀行或其他代理人可以為你提供更改投票指示的方法。

我需要做什麼才能親自參加年度會議？

每年會場地有限，因此入場採取先到先得制。報名將於下午4:00 東部時間開放，年度會議將於下午4:30東部時間開始。每位股東應準備以下內容：

攝影機、錄音設備、電腦和其他電子設備，如智能手機和平板電腦在年度會議上將被禁止使用。請提前充足時間辦理入場手續。停車位有限。

給予代理人的效果是什麼？

代表董事會徵詢意見的代理人是以及代為行動的。我們的董事會已指定我們的主席兼首席執行官Steven Lisi和我們的公司秘書Adam Newman為代理人。當代理人正確日期、簽署並退回時，這些代理所代表的股份將根據股東的指示在年度股東大會上投票。但如果沒有給出具體指示，則股份將按照我們董事會上述建議進行投票。如果年度股東大會上提出了未在此代理聲明中描述的任何事項，代理人將自行判斷如何投票。如果年度股東大會延期，則代理人也可以在新的年度股東大會日期上投票，除非您已正確撤銷了上述的代理指示。

年度股東大會如何徵求代理人？

董事會正在徵求股東委任書，以在年度股東大會上使用。 所有與此徵求有關的費用將由我們承擔。 如果代理人、銀行或其他代名人代表您持有我們的普通股，我們將報銷其合理的費用，以便發送我們的委任書給您。此外，我們的董事和員工也可能親自、通過電話或其他通訊方式徵求委任書。 我們的董事和員工不會因為徵求委任書而另外獲得任何報酬。

如果我未能及時提供指示，我的券商公司或其他中介如何投票我的股份？

券商公司和其他居間人以街名持有我們普通股的股份，通常需要根據客戶的指示投票這些股份。在沒有及時指示的情況下，您的券商將有權酌情投票您的股份以表決“常規”事項：批准Marcum作為我們獨立註冊公共會計師事務所的提名。您的券商將無權自行決定在董事選舉、批准2013年第七次修訂和變更計劃、批准被指定的執行主管報酬、批准我們修訂證明書的第二次修訂各部分、批准根據某項證券購買協議發行我們普通股股份、或批准如有必要延期或推遲年度股東大會，這些都是“非常規”事項，在沒有您的指示下券商將無權投票。

我在哪裡可以找到這次年度大會的投票結果？

我們將在年度股東大會上公布初步投票結果。 我們也將在提交給SEC的一份“8-K表格”中披露投票結果，在年度股東大會後的四個業務日內提交。 如果我們無法及時取得最終投票結果以在年度股東大會後的四個業務日內提交一份“8-k表格”的資料，我們將提交一份“8-K表格”以公布初步結果，並在最絈投票結果確定後盡快通過修正提交一份“8-k表格”提供最終結果。

我與另一名股東共享一個地址，我們只收到一份代理材料的紙資料副本。我如何獲得額外的代理材料副本？

我們已採納了一項稱為「householding」的程序，獲得了SEC的批准。根據此程序，我們將向多位共用同一地址的股東提供一份通知和（如適用）我們的代理材料，除非我們收到其中一位或多位股東的相反指示。這一程序有助於減少我們的印刷成本、郵寄成本和費用。參與的股東將繼續能夠獲得和收取分開的代理卡。在書面或口頭要求下，我們將立即向任何位於我們曾向其提供任何這些材料的共用地址的股東提供單獨的通知和（如適用）我們的代理材料的副本。若要收到單獨的副本，或者如果股東正收到多份副本，要求我們僅發送一份通知和（如適用）我們的代理材料的股東，可以聯絡我們下列地址：

Beyond Air, Inc.

注意： 投資者關係

900 台司華街，301套房

花園 市，紐約州11530

電話： (516) 665-8200

股東可以聯繫他們的經紀人、銀行或其他提名人，請求有關合併戶口的信息。

下一屆股東大會提議行動或提名候選人擔任董事的截止日期是什麼？

股東 提案

為了讓股東提議（包括董事提名）被考慮納入我們2026年股東大會的代理人聲明中，書面提議必須在2025年7月2日或之前送達我們的主要執行辦公室。 在該日期之後收到的提議將不會納入我們在2026年股東大會相關聯發送的代理材料中。提議應寄至Beyond Air, Inc. 秘書處，地址為900 Stewart Avenue, Suite 301, Garden City, NY 11530。 提議必須遵守有關公司贊助的代理材料中包含股東提議的SEC規定。

根據我們的公司章程第III條第5(b)(iii)款，欲於2026年股東年度大會提議的股東，必須於年度大會的周年日期前至少90天及不超過120天前將欲提出的事項通知我們在前段落標示的主要執行辦公室地址。因此，根據我們公司章程此規定（而非根據SEC第14a-8條規定），任何由或代表股東按照條文發出的通知，必須在2025年7月25日後並於2025年8月24日前收到（但若2026年股東年度大會日期提前超過30天或延後超過30天，股東的通知須於2026年股東年度大會前的第120日起始且不晚於（A）2026年股東年度大會前的第90日，或（B）揭示2026年股東年度大會日期之日起的第十日落實到業務結束時間）。

通知應包括所需提交給2025年股東大會的業務簡要描述，提案或業務的文本（包括對考慮的任何決議文本以及如果該業務包括對我們公司章程進行修訂提議，則所提議修訂的文字），在會議上進行此業務的原因，以及就其提議提出通知的股東及其有效受益人（如果有的話）對該業務的任何利益，以及根據《證券交易法》第14A條的代理徵求要求披露必須披露的有關此事項的其他信息，好像該事項已由我們的董事會提出或打算提出。至於發出通知的股東和其有效受益人（如果有的話）提名或提議所需提交的信息，通知應包括我們章程第三條第5（b）（iv）條要求的信息。

董事候選人 提名

您可以向我們的提名委員會和董事會提出董事候選人的提名。任何此類建議應包括被提名人的姓名、地址、出生日期、主要職業或就業情況（過去五年的現職及前任情況）以及擔任我們董事會成員的資格，並應直接提交給上述地址的秘書。有關股東提名董事候選人的更多信息，請參閱本代理人聲明中標題為“，董事候選人”.

此外，我們公司章程允許股東於股東年度大會上提名董事候選人。若要提名董事，股東必須依照我們公司章程所要求的提供相應資訊。此外，股東必須按照我們公司章程的規定，向我們的秘書及時通知，一般而言，公司章程規定通知應於上述“股東提議計劃”下描述的期限內收到。股東提議用於未打算納入代理人報告書中的股東提議的股東必須於一定時段內將通知送達給我們的秘書。

除了滿足上述要求外，打算在我們2026年股東大會上拉票支持非我們提名的董事候選人的股東，必須在2025年7月17日或之前依據《交易所法》第14a-19條的規定提供所需通知。

章程的有效性

我們的章程副本可通過在SEC的網站www.sec.gov上訪問我們的公開申報來獲得。您也可以聯繫我們的秘書，在我們的主要執行辦公室獲得有關製定股東提案和提名董事候選人資格要求的相關章程條款的副本。

建議 第1號

董事選舉

我們的業務事務在我們的董事會指導下管理，該董事會目前由六名成員組成。我們的五名董事符合納斯達克股市的上市標準所規定的獨立要求。根據我們的章程，我們的董事每年股東大會選出，並在下一屆股東大會選出並合格的接任者選出之前，或在他們的先前死亡、辭職或被免除職務之前，任職。

董事會全體一致建議投票「贊成」。 所有板塊 提名人。

所有董事均將執行領導經驗帶到我們的董事會，這些經驗來自他們擔任過業務高管和/或董事的經歷，包括我們公司和/或其他實體。以下每位提名人的簡歷均包含有關該人業務經驗、就任董事的當前或在過去五年內擁有的職位，以及經驗、資格、特質和技能等資訊，這些資訊使提名委員會和我們的董事會判斷該人應該擔任董事，考慮到我們的業務和架構。

Steven A. 利斯，首席執行官兼董事長

Steven Lisi自2017年1月13日起擔任我們的董事會成員，並自2016年6月起擔任我們全資擁有的子公司BA Ltd.（“BA”）的董事會成員。Lisi先生自2017年6月14日起擔任我們的首席執行官。Lisi先生之前在Avadel Technologies（AVDL）擔任業務和企業發展高級副總裁，在那裡他對公司進行重組並在三年內將企業價值從1億美元增加到10億美元發揮了重要作用。Lisi先生籌集了1.21億美元的股權，領導了Avadel合同製造設施的出售，合理化了產品管道，重新聚焦業務發展工作，轉變了投資者基礎並在愛爾蘭建立了Avadel的存在。在加入Avadel之前，Lisi先生在Mehta and Isaly（現在OrbiMed）、SAC Capital（投資組合經理）、Millennium Partners（投資組合經理）、Panacea Asset Management（合夥人）和Deerfield Management（合夥人）等機構擔任全球基礎醫療公司的投資工作長達18年。Lisi先生還擔任Mico Innovations的董事會成員，該公司是下一代冠狀動脈和神經血管支架公司。Lisi先生在Pepperdine大學取得國際商務碩士學位。

我們的 董事會認為林先生作為我們首席執行官所具有的經驗和觀點，以及他在一般運營和財務運營領域的豐富運營和高級管理經驗以及特定技能，使他具備擔任董事的資格和技能。

羅恩 本特蘇爾，董事

Ron Bentsur於2015年8月加入xtl生物製藥(xtl Biopharmaceuticals)並自2017年1月起擔任我們的董事會成員。Bentsur先生自2021年以來一直擔任Nuvectis Pharma, Inc.(“Nuvectis”)的首席執行長、總裁兼董事會主席。在加入Nuvectis之前，Bentsur先生於2015年8月至2019年1月期間擔任UroGen Pharma, Ltd.的首席執行官和董事會成員。自2009年至2015年4月，Bentsur先生擔任Keryx Biopharmaceuticals, Inc.的首席執行官兼董事。Bentsur先生擔任Keryx Biopharmaceuticals的CEO期間，促成了2014年9月FDA批准Auryxia(檸酸鐵)以及2014年12月的美國上市。 ^TM （檸酸鐵）的FDA批准及2014年12月的美國上市。在加入Keryx Biopharmaceuticals, Inc.之前，Bentsur先生於2006年至2009年期間擔任xtl生物製藥公司(xtl Biopharmaceuticals)的首席執行官。在此之前，Bentsur先生曾擔任Keryx Biopharmaceuticals, Inc.的副總裁兼首席財務長，以及Leumi Underwriters的科技投行董事，負責所有科技和生物技術的定向增發和諮詢交易，並擔任紐約市投資銀行家，主要在ING Barings Furman Selz擔任職務。Bentsur先生擁有耶路撒冷希伯來大學經濟學和工商管理學院的優異學士學位，以及紐約大學斯特恩商學研究生院的工商管理碩士學位，為優異畢業生。Bentsur先生還擔任Stemline Therapeutics, Inc.的董事。

我們的董事會相信，賓瑟先生在為我們公司和其他生命科學公司提供建議的經驗和觀點，以及他在生物製藥行業中豐富的運營和高級管理經驗，使他具備了擔任董事的資格和技能。

羅伯特 F. Carey，董事

Robert Carey於2019年2月加入我們的董事會。他在生物製藥和醫療保健投資銀行行業擁有豐富的成就記錄。他協助生物科技和專業製藥公司籌集超過100億美元的首次公開募股，緊急增資，債務發行和私募。他曾擔任超過100億美元的併購，收購和戰略聯盟交易的財務顧問。Carey先生是ACELYRIN, INC.的聯合創始人，並自2020年7月至2022年12月擔任總裁，該公司是一家開發改變生命的藥物療法的生物製藥公司。

Carey先生曾於2014年3月至2019年9月在horizon therapeutics plc擔任執行副總裁兼業務長，期間horizon therapeutics投入超過35億美元，以收購或授權八款商品及三款開發中商品，並將2013年的淨銷售額從7400萬美元成長至2018年的約12億美元，複合年增長率為75%。在加入horizon之前，他在JMP Securities的生命科學投資銀行集團擔任超過11年的董事總經理。Carey先生亦曾在Dresdner Kleinwort Wasserstein和Vector Securities的保健部門擔任董事總經理。他從聖母大學取得會計工商管理學士學位。Carey先生目前擔任Beyond Cancer Ltd.和Sangamo Therapeutics, Inc.的董事會成員。

我們的 董事會相信凱瑞先生在協助公司和其他生命科學公司進行融資和戰略交易方面的經驗和觀點，以及他在我們 行業中豐富的運營和高級管理經驗，使他具備擔任董事的資格和技能。

威廉·福布斯博士，董事

2018年8月，William Forbes博士加入我們的董事會。他在藥品產品開發方面擁有超過30年的經驗，並且與美國和歐洲的衛生機構合作，為眾多治療領域的市場認可做出了貢獻。Forbes博士自2023年6月以來已在納斯達克交易的商業化生物技術公司Heron Therapeutics, Inc. (Nasdaq: HRTX) 擔任首席開發官。在加入Heron之前，他在專注於嚴重神經調節性疾病的臨床階段藥品公司Trevi Therapeutics擔任首席開發官，任期從2021年2月至2022年9月。在Trevi之前，Forbes博士在Salix Pharmaceuticals擔任首席開發官和醫療部門和研發部門主管，任期從2005年1月至2015年6月。在加入Salix之前，Forbes博士在多家全球藥品公司從事臨床開發與監管事務和臨床研究長達15年。

我們的董事會認為，福布斯博士在為我們公司提供建議方面的經驗和觀點，以及他在我們行業的豐富營運和高級管理經驗，賦予了他擔任董事的資格和技能。

柳侑里，董事

Yoori李於2018年1月加入我們的董事會。她自2013年起擔任Trio Health Advisory Group, Inc.的聯合創始人和總裁。Trio Health的使命是通過協調所有病患關注者的努力來改善病患結果的質量。在加入Trio Health之前，李女士在領先的醫療投資銀行Leerink Partners LLC工作超過15年，曾擔任董事長及MEDACorp服務的董事。此外，她協助成立了MEDACorp網路，該網路包含超過35,000名來自臨床醫學、生物醫藥研究、監管事務、公共政策、醫療行政和醫療資訊技術等多個領域的專家。

我們的董事會相信李女士在指導我們公司方面的經驗和觀點，以及她與Leerink Partners LLC和MEDACorp的經驗，使她具備了擔任董事的資格和技能。

Erick J. Lucera，董事

Erick J. Lucera於2017年8月加入我們的董事會。自2023年5月起，他擔任Nasdaq上市的臨時代碼醫藥公司Editas Medicine, Inc.的執行副總裁兼首席執行長。他曾是AVEO Oncology（Nasdaq: AVEO）的首席財務長，這是一家專注於腫瘤學和其他未滿足醫療需求的Nasdaq上市生物製藥公司，從2020年到2023年，該公司被LG Chem收購。他還曾是Valeritas Holdings, Inc.的首席財務長，這是一家美國Nasdaq上市的商業 階段公司，專門開發針對糖尿病的新技術，從2016年到2019年。Lucera先生曾擔任Viventia Bio的首席財務長、財務司庫和秘書，從2015年到2016年。從2012年到2015年，他在Aratana Therapeutics擔任企業發展副總裁，一家獸醫生物製藥公司。在Aratana期間，他通過一系列約$25000萬的公開和私人投資進行了一系列收購和進入授權交易來幫助該公司擴展產品管道。在擔任健康 保健公司高管之前，Lucera先生在Eaton Vance擔任15年以上的投資管理人，擔任Eaton Vance的衛生保健分析師，Intrepid Capital的Triathlon Life Sciences基金投資經理，以及Independence Investments的醫療保健研究團隊負責人。自2023年4月以來，他擔任SAb Biopharmapeutics, Inc.的董事會成員，該公司是一家Nasdaq上市的臨床 階段生物製藥公司。他擁有哈佛大學的CPH學位，波士頓學院的量化金融碩士學位，印第安納大學布魯明頓分校的MBA學位，以及特拉華大學的會計學學士學位。Lucera先生獲得了CFA、CMA和CPA資格。

我們的 董事會相信Lucera先生在戰略交易和融資方面為公司和其他生命科學公司提供意見的經驗和觀點，以及他在我們行業中豐富的營運和高級管理經驗，使他具備擔任董事的資格和技能。

行政 職員

下表列出了我們的執行長，他們不是董事，提供了一些相關的信息。

Michael 高爾，首席營運官

Michael Gaul自2022年7月1日起擔任我們的首席運營官。Gaul先生於2020年5月加入公司擔任高級副總裁，負責運營，這一職務一直持有至2022年6月。Gaul先生在運營、銷售與行銷、供應鏈、分銷、質量、監管、人力資源和財務等領域帶領過團隊。他在美國和亞洲擔任多工廠責任的利潤和損失經驗，包括在Sparton Corporation（製造與設計服務業務群的集團副總裁; 醫療業務群的集團副總裁）擔任防禦承包商，從2011年9月至2020年2月，SynCardia Systems（首席運營官; 運營副總裁）擔任商業批准的全人工心臟製造商和供應商，從2005年6月至2011年2月，Ventana Medical Systems（現已更名為Roche Tissue Diagnostics）（運營副總裁兼總經理）是一家醫療器械公司，從2003年9月至2005年4月，以及Robotic Vision Systems, Inc.（Vanguard Division的總經理; 運營副總裁，Systemation Division）是機器視覺系統製造商，從1997年9月至2003年6月。他目前還擔任BioOhio的董事會成員，以支持和促進俄亥俄州生物科學行業。Gaul先生持有德拉瓦山谷大學工商管理學士學位，以及佛羅里達理工學院MBA學位。

道格拉斯 拉森，財務長

Douglas Larson自2021年9月1日起擔任我們的致富金融(臨時代碼)。Larson先生加入本公司擁有超過20年的國際財務和運營財務領導經驗。最近，他曾擔任獨立顧問，自2021年2月至2021年8月提供運營和財務諮詢服務。在此之前，他曾擔任DBV Technologies, Inc.（納斯達克：DBVT）（“DBV”）全球臨床階段生物製藥公司法國總部財務及全球控制主管，從2017年6月至2020年9月。在加入DBV之前，Larson先生曾擔任The Scotts Miracle-Gro Company的（紐交所：SMG）國際部門財務長，位於法國里昂，從2001年1月至2015年5月。Larson先生2001年畢業於加拿大特許總會，並於2015年完成HEC巴黎工商管理碩士課程。

公司治理

家庭 關係

我們目前或前任董事或高管之間沒有任何家庭關係。

涉及特定法律訴訟

Erick J. Lucera是Valeritas Holdings, Inc.的致富金融(臨時代碼) ，直到2020年1月3日。2020年2月9日，Valeritas Holdings, Inc.根据美国破产法第11章第11章在特拉华州的美国破产法庭自愿申请破产保护，以促使其被丹麥一家生物技術公司收購。清算計劃於2020年6月8日獲批，並於2020年6月30日生效。

除上述之外，過去十年內我們的董事、高管、重要員工、發起人或控制人中沒有人參與過需要根據1933年修訂後的證券法項下S-k法規第401（f）條要求披露的任何法律訴訟。

董事會 會議和委員會

在截至2024年3月31日的財政年度內，我們的董事會舉行了五次會議（包括定期和特別會議），並且每位董事至少參加了截至該董事擔任期間內舉行的我們董事會會議總數以及該董事所服務的我們董事會所有委員會舉行的總次數中的75％。

儘管我們對董事會成員出席股東年度大會沒有正式政策，但我們強烈鼓勵我們的董事出席。我們的兩位董事出席了我們2024年股東年度大會。

我們的董事會已建立了三個常設委員會：審計委員會、薪酬委員會和提名委員會。 我們審計委員會的現任成員有Erick Lucera、Ron Bentsur和Robert F. Carey，由Erick Lucera擔任主席。 我們薪酬委員會的現任成員有Yoori Lee、Erick J. Lucera和Ron Bentsur，由Yoori Lee擔任主席。 我們提名委員會的現任成員有Erick Lucera、Yoori Lee和William Forbes博士，由Erick Lucera擔任主席。

我們的董事會已確定Ron Bentsur、Erick Lucera、Yoori Lee、William Forbes和Robert F. Carey符合納斯達克上市規則第5605(a)(2)條的獨立法律意義，以及SEC制定的規則。在做獨立性判斷時，董事會試圖識別和分析所有與董事、其直系親屬以及我們公司及聯屬公司之間的任何關係相關的事實和情況，並不依賴於除了上述納斯達克規則中所包含的以外的分類標準。我們的董事會已確定Erick Lucera、Ron Bentsur和Robert F. Carey符合SEC法規和納斯達克股市上市規則第5605(c)(2)(A)條賦予的獨立性審查委員會成員的額外測試，並且Erick J. Lucera、Yoori Lee和Ron Bentsur符合納斯達克股市上市規則第5605(d)(2)(A)條賦予的獨立性董事酬金委員會成員的額外測試。

稽核委員會

我們審計委員會的主要目的是協助我們的董事會監督我們會計和財務報告流程的誠信，我們合併基本報表的審計，以及我們遵守相關的法律和法規要求。它還監督內部控制，並討論與風險評估和風險管理有關的公司政策。我們的審計委員會於2024年3月31日結束的財政年度內召開了四次會議。我們審計委員會的職能包括，但不限於：

With respect to reviewing and approving related-party transactions, our audit committee will review related-party transactions for potential conflicts of interests or other improprieties. Under SEC rules, related-party transactions are those transactions to which we are or may be a party in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years, and in which any of our directors or executive officers or any other related person had or will have a direct or indirect material interest, excluding, among other things, compensation arrangements with respect to employment and Board of Directors membership. Our audit committee could approve a related-party transaction if it determines that the transaction is in our best interests. Our directors are required to disclose to this committee or the full Board of Directors any potential conflict of interest, or personal interest in a transaction that our Board of Directors is considering. Our executive officers are required to disclose any related-party transaction to the audit committee. We also poll our directors on an annual basis with respect to related-party transactions and their service as an officer or director of other entities. Any director involved in a related-party transaction that is being reviewed or approved must recuse himself or herself from participation in any related deliberation or decision. Whenever possible, the transaction should be approved in advance and if not approved in advance, must be submitted for ratification as promptly as practical. The Company has written policies and procedures with respect to related person transactions for managing any such situations.

The financial literacy requirements of the SEC require that each member of our audit committee be able to read and understand fundamental financial statements. In addition, at least one member of our audit committee must qualify as an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act, and have financial sophistication in accordance with the Nasdaq Stock Market listing rules. Our Board of Directors has determined that Erick Lucera qualifies as an audit committee financial expert.

Both our independent registered public accounting firm and management periodically meet privately with our audit committee.

Our audit committee charter is available on our website at www.beyondair.net under “Investors—Governance” . Information contained on or accessible through this website is not a part of this proxy statement, and the inclusion of such website address in this proxy statement is an inactive textual reference only.

Compensation Committee

The primary purpose of our compensation committee is to assist our Board of Directors in exercising its responsibilities relating to compensation of our executive officers and employees and to administer our equity compensation and other benefit plans. Our compensation committee met one time during the fiscal year ended March 31, 2024. In carrying out these responsibilities, this committee reviews all components of executive officer and employee compensation for consistency with its compensation philosophy, as in effect from time to time. The functions of our compensation committee include, among other things:

薪酬委員會保留唯一權力，聘請任何薪酬顧問，批准該顧問的薪酬，判斷其服務的性質和範圍，評估其表現，以及終止其參與。

薪酬委員會審查我們的所有員工（包括我們的高管人員）的薪酬政策和實踐，就其與風險管理實踐和風險激勵因素有關的事項進行評估和判斷，以確定這些政策和實踐不太可能對我們產生實質負面影響的風險。

我們的薪酬委員會章程可在我們的網站 www.beyondair.net 的“投資者—治理”版面查閱。此網站上包含的或可透過此網站獲得的資訊並不屬於本次代理聲明的一部分，而此代理聲明中包含該網站地址僅總稱，不具活性。

提名委員會

提名委員會的主要目的是協助我們的董事會通過實施健全的公司治理原則和實踐來促進我們公司及我們股東的最大利益。我們的提名委員會在截至2024年3月31日的財政年度內開會一次。我們提名委員會的職能包括但不限於：

我們的提名委員會章程可在我們的網站www.beyondair.net的“投資者—治理”頁面上查看。此網站上的信息並不包含在本次代理聲明中，也無法透過本代理聲明獲得。本代理聲明中包含的網站地址僅為非活性文本參考。

董事候選人

我們的董事會在引導我們的戰略方向和監督我們業務管理方面發揮著至關重要的作用，因此，我們致力於吸引和留住具備足夠時間參與董事會活動、並了解並增進他們對我們行業和業務計劃的知識的高素質董事。在評估個人候選人的適任性時，我們的董事會在批准（以及在職位空缺時委任）這些候選人時，可能考慮多個因素，包括：個人和專業誠信；道德和價值觀；企業管理經驗，比如擔任上市公司的高管或前高管；豐富的財務經驗；與我們行業相關的經驗；擔任過另一家上市公司的董事或執行官的經驗；相關的學術專業知識或其他在我們業務領域的熟練；董事會成員在事關我們業務的實質事項上的專業知識和經驗多樣性；背景和觀點的多樣性，包括但不限於年齡、性別、種族、居住地點和專業經驗等；實際並成熟的商業判斷能力，包括但不限於具備獨立進行分析性調查的能力；以及任何其他相關的資格、特質或技能。董事的核心能力應該包括會計或財務經驗、市場熟悉度、商業或管理經驗、行業知識、客戶群體經驗或觀點、危機應對、領導力和/或戰略規劃。我們的董事會評估每一位個人時會將其置於整個董事會的背景下，旨在組建一個最能延續業務成功並代表股東利益的團隊，通過運用其中多樣的經驗領域來行使明智的裁決。

我們的董事會將考慮由股東推薦的董事候選人，只要這些推薦符合我們的公司章程、章程、提名委員會憑證以及適用法律、法規，包括SEC制定的法規。 我們的董事會將依照我們的章程、企業治理準則評估這些推薦。 這個程序旨在確保我們的董事會包含具有不同背景、技能和經驗的成員，包括適用於我們業務的相關財務和其他專業知識。 有資格的股東若欲推薦董事候選人，請以書面方式與我們聯繫。 這些建議必須包括有關候選人的資訊、推薦股東的支持聲明、推薦股東對我們普通股擁有權的證據以及候選人簽署的願意在我們的董事會任職的信件。

董事會 多樣性

以下表格提供了我們董事會組成的某些亮點。在下表列出的每一類別中，其含義與納斯達克上市規則5605(f)(1)中使用的相同。

股東 通信

雖然我們沒有關於股東與我們董事會進行通信的正式政策，但股東可以透過書面形式與我們的董事會，或董事會上的任何個別董事通信，地址為我們主要行政辦公室的地址，並將通信寫給我們的首席執行官，並且明確指明董事會或如適用的話，特定董事作為通信的收件人。我們的公司秘書將所有經他判斷適合供董事考慮的通信轉交給董事。不適合供董事考慮的通信範例包括商業招攬和與股東、董事會運作或我們公司事務無關的事項。任何通函如果通篇致力於董事會，將被轉交給董事會主席。

董事會 領導架構和風險監督角色

董事會對於是否應將董事長和首席執行官的角色分離並沒有正式政策，並認為應保留彈性，以判斷何時應當採取此決定，以提供公司最適切的領導。目前，Steven Lisi 擔任董事會主席兼首席執行官。我們沒有主導獨立董事。Lisi 先生設定了公司的戰略方向並提供日常領導力。作為董事會主席，Lisi 先生與其他董事會成員合作，進一步監督董事會會議議程。我們的董事會認為，目前對公司及股東最利益的是讓Lisi 先生擔任這兩個角色，鑑於他對公司和行業的了解。我們相信這種結構提供了適當的領導和監督公司，並促進了管理層和董事會的有效運作。我們的董事會將繼續重新評估這種結構，以判斷何為公司及股東的最佳利益。

董事會通過與管理層的互動和定期報告的接收，監督我們對風險的暴露，該報告概述了與財務、業務、監管、法律和戰略風險相關的事項。風險評估和監督是我們治理和管理流程的一部分。我們的董事會鼓勵管理層倡導一種將風險管理納入企業策略和日常業務運營的文化。管理層在定期管理會議上討論戰略和業務風險，在一年中進行特定的戰略規劃和審查會議，其中包括對我們面臨的風險進行專注的討論和分析。整年，高級管理層在定期董事會會議上回顧這些風險，作為管理報告的一部分，重點關注特定業務功能、業務操作或策略，並介紹管理層所採取的措施以減輕或消除這些風險。

行為準則

我們已採納一項適用於我們所有董事、高級管理人員(包括我們的首席執行官、致富金融長和任何履行相同職能的人員)和員工的業務行為準則與道德準則。我們已將我們的業務行為準則與道德準則置於我們的網站www.beyondair.net的“投資者-治理”版塊。我們期望我們業務行為準則與道德準則的任何未來修訂，或者對其要求的任何豁免，將在我們的網站上公開披露。本代理人聲明中包含的信息或通過該網站可訪問的信息不屬於本代理人聲明的一部分，而在本代理人聲明中包含該網站地址僅為文本參考。我們已採納一項適用於我們所有董事、高級管理人員(包括我們的首席執行官、致富金融長和任何履行相同職能的人員)和員工的業務行為準則與道德準則。我們已將我們的業務行為準則與道德準則置於我們的網站www.beyondair.net的“投資者-治理”版塊。我們期望我們業務行為準則與道德準則的任何未來修訂，或者對其要求的任何豁免，將在我們的網站上公開披露。本代理人聲明中包含的信息或通過該網站可訪問的信息不屬於本代理人聲明的一部分，而在本代理人聲明中包含該網站地址僅為文本參考。

套期保值 交易

我們的內幕交易政策要求所有員工（包括高級管理人員）和董事進行的所有投機性避險必須經公司事先批准，並禁止這些個人購買公開認購權或認沽權，即使不持有重要的非公開資訊。除上述情形外，我們沒有禁止我們的董事、高級管理人員和其他員工購買金融工具，包括預付式可變量轉換合約、股權交換、項圈和交易所基金，或以其他方式進行旨在對沖、抵消市值下降風險的交易，或旨在對沖或抵消市值下降風險的交易，這些交易針對向員工或董事授予作為薪酬的普通股或其他股權證券的市值下降風險，或直接或間接持有的股權證券。因此，前述句子中描述的這類交易通常是允許的。

追回政策

董事會在2023年10月2日生效的《收回政策》（即“收回政策”）符合2010年道富法案和納斯達克上市規則5608強制執行的最終SEC法規。《收回政策》規定，如果因未遵守聯邦證券法的財務報告要求而導致會計重編，則可以追回激勵性報酬。該政策適用於現任和前任高管，要求在公司被要求準備會計重編之前的三個已完成財政年度內，返還或放棄高管所收到的任何超額激勵性報酬。

董事 薪酬

本公司既擔任高級職員又擔任董事的人員只計入下面截至2024年3月31日的財務年度報酬摘要表中。

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed Marcum LLP (“Marcum”), independent registered public accountants, to audit our financial statements for our fiscal year ending March 31, 2025. Marcum was appointed on October 6, 2022, after Marcum combined with Friedman LLP (“Friedman”), our prior independent registered accounting firm. Following the combination, Friedman continued to operate as an independent registered public accounting firm but the services provided by Friedman are now provided by Marcum. Friedman previously served as our independent registered public accounting firm between April 16, 2019 and October 6, 2022. The audit reports of Friedman on the consolidated financial statements of the Company for each of the two fiscal years ended March 31, 2022 and March 31, 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s two fiscal years ended March 31, 2022 and 2021 and the subsequent interim period through October 6, 2022, the date of Marcum’s engagement, there were no (i) disagreements with Friedman on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to Friedman’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports, or (ii) “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

We requested that Friedman furnish a letter addressed to the SEC stating whether it agrees with the above statements. A copy of Friedman’s letter dated October 6, 2022, is attached as Exhibit 16.1 to the Current Report on Form 8-K filed with the SEC on October 6, 2022.

As stated above, on October 6, 2022, our audit committee approved the appointment of Marcum as our independent registered public accounting firm. During the Company’s two fiscal years ended March 31, 2022 and 2021 and the subsequent interim period through October 6, 2022, neither the Company nor anyone on its behalf has consulted with Marcum regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Marcum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event,” as such terms are defined in Regulation S-K Item 304(a)(1)(iv) and (v), respectively.

Notwithstanding the appointment of Marcum and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our company and our stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of Marcum as our independent registered public accounting firm for our fiscal year ending March 31, 2025. Our audit committee is submitting the appointment of Marcum to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of Marcum will be present at the Annual Meeting either in person or by teleconference, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

If our stockholders do not ratify the appointment of Marcum, our Board of Directors may reconsider the appointment.

Fees Paid to the Independent Registered Public Accounting Firms

In September 2022, Marcum acquired certain assets of Friedman, at which point the Company’s auditor became Marcum. The aggregate fees billed for (i) the fiscal year ended March 31, 2023, for professional services rendered in part by Friedman and in part by Marcum for the audit of our annual financial statements, and (ii) the fiscal year ended March 31, 2024 for professional services rendered by Marcum, in connection with statutory and regulatory filings or engagements for this fiscal period were as follows:

In the above table, “audit fees” are fees billed by our independent registered public accounting firm for services provided in auditing our annual financial statements for the subject year. Audit fees also include professional services performed for filing of our registration statement on Form S-3 for equity offerings, Form S-8 for shares of our common stock underlying our 2013 Equity Incentive Option Plan and for the resale of certain shares of our common stock and other filings. “Audit-related fees” are fees not included in audit fees that are billed by the independent registered public accounting firm for assurance and related services that are reasonably related to the performance of the audit review of our financial statements. “Tax fees” are fees billed by the independent registered public accounting firm for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the independent registered public accounting firm for products and services not included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

The audit committee pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by the audit committee before the respective services were rendered.

The Board of Directors has considered the nature of the tax and other non-audit services provided by, and amount of fees billed by, Marcum and Friedman, and believes that the provision of such services, if any, is compatible with maintaining Marcum’s and Friedman’s independence.

Vote Required

The ratification of the appointment of Marcum as our independent registered public accounting firm requires the affirmative vote of a majority of the shares of our common stock present in person, by remote communication, if applicable, or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote “against” the proposal. Because the appointment of an independent registered public accounting firm is considered a routine matter under applicable stock exchange rules, there will not be any broker non-votes with respect to this proposal. If a proxy card is signed and returned but no direction is made, the persons named in your proxy will vote your shares “FOR” this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF MARCUM AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

REPORT OF THE AUDIT COMMITTEE

The audit committee is a committee of the Board of Directors comprised solely of independent directors as required by the Nasdaq listing standards and rules and regulations of the SEC. The audit committee operates under a written charter approved by the Board of Directors, which is available on our website at www.beyondair.net under “Investors—Governance”. Information contained on or accessible through this website is not a part of this proxy statement, and the inclusion of such website address in this proxy statement is an inactive textual reference only.

The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The audit committee will review and assesses the adequacy of its charter and the audit committee’s performance on an annual basis.

With respect to the Company’s financial reporting process, the management of the company is responsible for (1) establishing and maintaining internal controls and (2) preparing the company’s financial statements. The Company’s independent registered public accounting firm is responsible for auditing these financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare the company’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

Based on the audit committee’s review and discussions with management and Marcum, the audit committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended March 31, 2024 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the Board of Directors:

Erick Lucera (Chair)

Ron Bentsur

Robert Carey

This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act, or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

PROPOSAL NO. 3

APPROVAL OF THE seventh AMENDED and Restated 2013 Equity Incentive Plan

The Board of Directors is asking stockholders to approve the Beyond Air, Inc. Seventh Amended and Restated 2013 Equity Plan, as amended and restated (the “Seventh Amended Plan”). On October 11, 2024, acting on the recommendation of our compensation committee, the Board of Directors unanimously approved the Seventh Amended Plan, subject to stockholder approval and, accordingly, the Board of Directors directed that the Seventh Amended Plan be submitted to the Company’s stockholders for approval at the Annual Meeting.

The Seventh Amended Plan is an amendment and restatement of the Beyond Air, Inc. Amended and Restated 2013 Equity Plan, which was first adopted by the Board of Directors in 2013, then amended and restated in August 2018, March 2020, March 2021, March 2022, March 2023, and March 2024 (the “Sixth Amended Plan”). Stockholder approval of the Seventh Amended Plan is being sought in order to meet Nasdaq listing requirements.

Our Board of Directors believes that our future success depends on our ability to attract and retain talented employees, consultants and directors and that the ability to grant equity awards is a necessary and powerful recruiting and retention tool for our company. The Board of Directors believes that equity awards motivate high levels of performance, more closely align the interests of employees, consultants, directors and stockholders by giving employees, consultants and directors an opportunity to hold an ownership stake in our Company and provide an effective means of recognizing employee contributions to the success of the company.

The only changes to the Sixth Amended Plan are: (a) to increase the number of shares of common stock reserved for issuance by an additional 3,000,000 shares, for an aggregate of 16,600,000 shares to be reserved, and (b) to give the Board authority, without stockholder approval, to (i) modify the exercise or grant price of an option or stock appreciation right after it is granted, (ii) cancel an option or stock appreciation right at a time when its exercise or grant price exceeds the Fair Market Value of the underlying stock, in exchange for cash, another option or stock appreciation right, restricted stock, or other equity award, or (iii) take any other action that is treated as a repricing under generally accepted accounting principles. In any event, any modifications that result in a reduction of the exercise price of an option or a stock appreciation right, or that are deemed a repricing, shall not set the new exercise price lower than the consolidated closing bid price per share on the trading day immediately preceding the execution of the binding agreement for the issuance or modification of such options or rights in compliance with the rules of the Nasdaq Stock Market, LLC.

Other than adding these additional shares for issuance and providing the Board with the above requested authority, the Sixth Amended Plan has not been amended in any way.

Reasons for Voting for the Proposal

For the following principal reasons, we request that the stockholders approve the Seventh Amended Plan and increase the available shares by an additional 3,000,000 shares and provide the Board the requested authority to (i) modify the exercise or grant price of an option or stock appreciation right after it is granted, (ii) cancel an option or stock appreciation right at a time when its exercise or grant price exceeds the Fair Market Value of the underlying stock, in exchange for cash, another option or stock appreciation right, restricted stock, or other equity award, or (iii) take any other action that is treated as a repricing under generally accepted accounting principles:

As of October 25, 2024, there were 11,018,223 shares of common stock subject to outstanding option awards and 611,100 restricted shares outstanding under the Sixth Amended Plan. There were also 697,979 shares of common stock available for issuance pursuant to future awards. The weighted-average exercise price of outstanding stock option awards was $4.37 per share as of October 25, 2024. If this Proposal No. 3 is approved by our stockholders, an additional 3,000,000 shares of common stock will be authorized for issuance under the Seventh Amended Plan, which would provide us with approximately 16,600,000 shares (based on the proposed 3,000,000 share increase plus the number of shares available for grant under the Sixth Amended Plan as of October 25, 2024). We anticipate the proposed 3,000,000 share increase will provide us with a pool of shares we expect will last for approximately 12 months. However, a change in business conditions, Company strategy or equity market performance could alter this projection. If this Proposal No. 3 is approved, we intend to register the additional shares available for grant under the Seventh Amended Plan on Form S-8 prior to making awards of such additional shares.

Based on our 72,187,636  total shares of common stock outstanding as of October 25, 2024, 11,018,223 shares of common stock issuable upon exercise of outstanding stock options as of October 25, 2024, 611,100 shares of common stock issuable upon vesting of restricted stock units as of October 25, 2024, and 10,224,586 shares of common stock issuable upon exercise of outstanding warrants as of October 25, 2024, if all issued and outstanding stock options and warrants as of October 25, 2024 were exercised, there would be 94,041,545 shares  of common stock outstanding. The final determination of the number of shares granted under the Seventh Amended Plan will be determined by the compensation committee.

If the Seventh Amended Plan is not approved by our stockholders, the Sixth Amended Plan will remain in effect and awards will continue to be made under Sixth Amended Plan to the extent any shares remain available. However, we may not be able to continue our equity incentive program in an amount sufficient to provide competitive equity compensation. This could preclude us from successfully attracting and retaining highly skilled employees, consultants and directors. The Board of Directors believes that the Seventh Amended Plan will be sufficient to achieve our recruiting, retention and incentive goals for the next twelve months and will be essential to our future success.

Description of the Seventh Amended Plan

The following paragraphs provide a summary of the principal features of the Seventh Amended Plan and its operation. However, this summary is not a complete description of all of the provisions of the Seventh Amended Plan and is qualified in its entirety by the specific language of the Seventh Amended Plan. A copy of the Seventh Amended Plan is provided as Appendix A to this proxy statement.

Purposes. The purposes of the Seventh Amended Plan are to attract and retain the best available personnel for positions of substantial responsibility; to provide additional incentive to employees, directors, and consultants; and to promote the success of our business. These incentives will be provided through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and performance shares as the administrator of the Seventh Amended Plan may determine.

Authorized Shares. Subject to the adjustment provisions contained in the Seventh Amended Plan, assuming this Proposal No. 3 is approved by our stockholders, the maximum number of shares of common stock that may be issued pursuant to awards under the Seventh Amended Plan would equal 16,600,000.

The shares reserved for issuance under the plan may be authorized, but unissued, or reacquired shares. If an option or stock appreciation right expires or becomes unexercisable without having been exercised in full, or if shares subject to other types of awards are forfeited to or repurchased by us due to failure to vest, those shares will become available for issuance again under the Seventh Amended Plan. With respect to stock appreciation rights settled in common stock, the net number of shares exercised under the stock appreciation right award will cease to be available under the Seventh Amended Plan. In addition, to the extent that we pay out an award in cash rather than common stock, such cash payment will not reduce the number of shares available for issuance under the Seventh Amended Plan.

Plan Administration. The Board of Directors or a committee appointed by the Board of Directors administers the Seventh Amended Plan. With respect to awards granted or to be granted to certain officers and key employees intended to be an exempt transaction under Rule 16b-3 of the Exchange Act (“Rule 16b-3”), the members of the committee administering the Seventh Amended Plan with respect to those awards must qualify as “non-employee directors” under Rule 16b-3 and only such non-employee directors will administer the Seventh Amended Plan with respect to such awards.

Subject to the provisions of the Seventh Amended Plan, the administrator has the power to determine the award recipients and the terms of the awards not inconsistent with the Seventh Amended Plan, including the exercise price, the number of shares subject to each such award, the exercisability of the awards, and the form of consideration, if any, payable by an option holder upon exercise. The administrator has the authority to amend existing awards, to determine fair market value of shares, to construe and interpret the Seventh Amended Plan and awards granted under the Seventh Amended Plan, to implement an exchange program, to establish rules and regulations, including sub-plans for the purpose of satisfying, or qualifying for favorable tax treatment under, applicable laws in jurisdictions outside of the U.S., and to make all other determinations necessary or advisable for administering the Seventh Amended Plan.

In this regard, assuming this Proposal 3 is approved by our stockholders, the administrator shall have the authority to, without stockholder approval, (i) modify the exercise or grant price of an option or stock appreciation right after it is granted, (ii) cancel an option or stock appreciation right at a time when its exercise or grant price exceeds the Fair Market Value of the underlying stock, in exchange for cash, another option or stock appreciation right, restricted stock, or other equity award. or (iii) take any other action that is treated as a repricing under generally accepted accounting principles. The administrator’s decisions and interpretations are final and binding on all participants and any other holders of awards, and are given the maximum deference permitted by law. In any event, any modifications that result in a reduction of the exercise price of an option or a stock appreciation right, or that are deemed a repricing, shall not set the new exercise price lower than the consolidated closing bid price per share on the trading day immediately preceding the execution of the binding agreement for the issuance or modification of such options or rights in compliance with the rules of the Nasdaq Stock Market, LLC.

Eligibility. The Seventh Amended Plan permits the grant of stock options, stock appreciation rights, restricted stock, RSUs and performance shares to our employees, consultants, and non-employee directors and employees and consultants of our subsidiary corporations. We are able to grant incentive stock options under the Seventh Amended Plan only to individuals who, as of the time of grant, are employees of ours or of any parent or subsidiary corporation of ours. As of October 25, 2024, we had 5 non-employee directors, and 98 employees (including 6 executive officers) and 25 consultants, who are eligible to receive awards under the Seventh Amended Plan.

Stock Options. Each option granted under the Seventh Amended Plan will be evidenced by an award agreement that specifies the exercise price, the number of shares of common stock subject to the option, vesting provisions, the maximum term of the option, forms of consideration for exercise, and such other terms and conditions as the administrator determines, subject to the terms of the Seventh Amended Plan. The exercise price of options granted under the Seventh Amended Plan must be at least equal to the fair market value of our common stock on the date of grant, except in special, limited circumstances as set forth in the Seventh Amended Plan.

On October 25, 2024, the closing price of our common stock on Nasdaq was $0.40 per share.

Stock Appreciation Rights. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of the underlying shares between the exercise date and the date of grant. Each stock appreciation right will be evidenced by an award agreement that specifies the base price, the term of the stock appreciation right, and other terms and conditions as determined by the administrator, subject to the terms of the Seventh Amended Plan. The per share exercise price of a stock appreciation right will be no less than 100% of the fair market value per share of common stock on the date of grant. Stock appreciation rights will be exercisable at such times and under such conditions as determined by the administrator and set forth in the applicable award agreement. At the discretion of the administrator, the payment upon exercise of a stock appreciation right may be paid in cash, shares of common stock, or a combination of both.

Restricted Stock. Restricted stock awards are grants of shares that are subject to various restrictions, which may include restrictions on transferability and forfeiture provisions. Each restricted stock award granted will be evidenced by an award agreement specifying the number of shares of common stock subject to the award, any period of restriction, and other terms and conditions of the award, as determined by the administrator, subject to the terms of the Seventh Amended Plan.

Restricted stock awards may (but are not required to) be subject to vesting conditions, as the administrator specifies, and the shares of common stock acquired may not be transferred by the participant until the vesting conditions (if any) are satisfied. The administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have full voting rights, and rights to dividends and other distributions, with respect to such shares upon grant without regard to vesting, unless the administrator provides otherwise. Such dividends and other distributions, if any, that are paid in shares of stock will be subject to the same restrictions of transferability and forfeitability as the shares of restricted stock on which they were paid.

Restricted Stock Units. Each RSU granted under the Seventh Amended Plan is a bookkeeping entry representing an amount equal to the fair market value of one share on the date of grant. Each RSU award will be evidenced by an award agreement that specifies the number of RSUs subject to the award, vesting criteria (which may include accomplishing specified performance criteria or continued service to us), form of pay out, and other terms and conditions of the award, as determined by the administrator, subject to the terms of the Seventh Amended Plan. RSUs result in a payment to a participant if the performance goals or other vesting criteria are achieved or the awards otherwise vest. The administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed (subject to the minimum vesting requirements). The administrator determines in its sole discretion whether an award will be settled in cash, shares of common stock, or a combination of both.

Performance Shares. Performance shares are awards that will result in a payment to a participant only if performance goals or other vesting criteria established by the administrator are achieved or the awards otherwise vest. Each award of performance shares will be evidenced by an award agreement specifying the number of shares, the vesting conditions, the performance period, and other terms and conditions of the award, as determined by the administrator, subject to the terms and conditions of the Seventh Amended Plan. Each performance share will have an initial value equal to the fair market value of a share of our common stock on the date of grant. The administrator in its discretion will establish performance goals or other vesting criteria (which may include continued service), which, depending on the extent to which they are met, will determine the value or number of performance shares to be paid out. After the grant of performance shares, the administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance shares (subject to the minimum vesting requirements). The administrator, in its sole discretion, may pay earned performance shares in the form of cash, shares of common stock, or in some combination of both.

Non-Transferability of Awards. Unless the administrator provides otherwise, the Seventh Amended Plan generally will not allow for the transfer of awards, and only the recipient of an award may exercise an award during his or her lifetime.

Certain Adjustments. In the event of any dividend or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, reincorporation, reclassification, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of our common stock or our other securities, or other change in our corporate structure affecting our common stock, then in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Seventh Amended Plan, the administrator will adjust the number and class of shares that may be delivered under the Seventh Amended Plan and/or the number, class and price of shares covered by each outstanding award, and the numerical share limits set forth in the Seventh Amended Plan. In the event of our proposed liquidation or dissolution, the administrator will notify participants as soon as practicable and all awards will terminate immediately prior to the completion of such proposed transaction.

Change in Control. The Seventh Amended Plan provides that in the event of our change in control, as defined in the Seventh Amended Plan, each outstanding award will be treated as the administrator determines, in accordance with the following: the assumption or substitution of the award by the acquirer or successor corporation or its parent or subsidiary, termination of the award upon or immediately prior to the consummation of the merger or change in control following written notice, termination of the award in exchange for an amount of cash and/or property in an amount that would have been attained upon exercise or realization of the award as of the date of the merger or change in control, replacement of the award with other rights or property, or any combination of the above. The administrator will not be required to treat all awards, all awards held by a participant, or all awards of the same type, similarly.

Plan Amendment; Termination. The Board of Directors has the authority to amend, alter, suspend, or terminate the Seventh Amended Plan at any time, provided such action does not impair the existing rights of any participant unless mutually agreed in writing. The Seventh Amended Plan will terminate automatically in 2028, unless we terminate it sooner.

Israeli Annex. The Seventh Amended Plan contains provisions applicable to grantees who are residents of Israel on the date of grant or who are deemed to be residents of Israel for tax purposes, and United States tax provisions and regulations shall not apply to any grants to residents of Israel or to persons or entities who are deemed to be residents of Israel for tax purposes.

Certain U.S. Federal Income Tax Consequences

The following paragraphs are intended as a summary of certain U.S. federal income tax consequences to U.S. taxpayers and the Company with respect to the grant and vesting or exercise of awards under the Seventh Amended Plan. This summary does not attempt to describe all possible federal or other tax consequences of such actions or based on particular circumstances. In addition, it does not describe any state, local or non-U.S. tax consequences. A participant in the Seventh Amended Plan should not rely on this description and instead should consult his or her own tax advisor.

Incentive Stock Options. A participant recognizes no taxable income as the result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). However, for purposes of the alternative minimum tax, the spread on the exercise of an incentive stock option will be considered as part of the participant’s income. If the participant exercises the option and then later sells or otherwise disposes of the shares acquired through the exercise of the option after both the two-year anniversary of the grant date and the one-year anniversary of the exercise date, the difference between the sale price and the exercise price will be taxed as capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the shares on or before the two- or one-year anniversaries described above (a “disqualifying disposition”), he or she generally will have ordinary income at the time of the sale equal to the fair market value of the shares on the exercise date (or the sale price, if less) minus the exercise price of the option.

Nonstatutory Stock Options. A participant generally recognizes no taxable income on the date of grant of a nonstatutory stock option. Upon the exercise of a nonstatutory stock option, the participant generally will recognize ordinary income equal to the excess of the fair market value of the shares on the exercise date over the exercise price of the option. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of shares acquired through the exercise of a nonstatutory stock option, any subsequent gain or loss (generally based on the difference between the sale price and the fair market value on the exercise date) will be treated as long-term or short-term capital gain or loss, depending on how long the shares were held by the participant.

Stock Appreciation Rights. A participant generally recognizes no taxable income on the date of grant of a stock appreciation right. Upon exercise of the stock appreciation right, the participant generally will be required to include as ordinary income an amount equal to the sum of the amount of any cash received and the fair market value of any shares received upon the exercise. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of shares acquired by an exercise of the stock appreciation right, any gain or loss (generally based on the difference between the sale price and the fair market value on the exercise date) will be treated as long-term or short-term capital gain or loss, depending on how long the shares were held by the participant.

Restricted Stock, Restricted Stock Units, Performance Units and Performance Shares. A participant generally will not have taxable income at the time an award of restricted stock, RSUs, performance shares, or performance units is granted. Instead, he or she generally will recognize ordinary income in the first taxable year in which his or her interest in the shares underlying the award becomes either (i) freely transferable, or (ii) no longer subject to substantial risk of forfeiture. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. However, the recipient of a restricted stock award may elect to recognize income at the time he or she receives the award in an amount equal to the fair market value of the shares underlying the award (less any cash paid for the shares) on the date the award is granted.

Section 409A. Section 409A of the Code (“Section 409A”) provides certain requirements for non-qualified deferred compensation. It is the intention of the Company that awards granted under the Seventh Amended Plan either be exempt from, or comply with Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% tax on compensation recognized as ordinary income, as well as interest.

Tax Effect for the Company. We generally will be entitled to a tax deduction in connection with an award under the Seventh Amended Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income. However, special rules limit the deductibility of compensation paid to our CEO, CFO and other “covered employees” as determined under Section 162(m) and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified individuals will be deductible only to the extent that it does not exceed $1,000,000.

Interests of Officers and Directors in this Proposal

Our executive officers and directors have an interest in the approval of the Seventh Amended Plan by our stockholders because they are eligible to receive awards under the Seventh Amended Plan.

Vote Required

Approval of the Seventh Amended Plan requires the affirmative vote of a majority of the shares of our common stock present in person, by remote communication, if applicable, or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the outcome of this proposal. If a proxy card is signed and returned but no direction is made, the persons named in your proxy will vote your shares “FOR” this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE seventh AMENDED and Restated 2013 Equity Incentive Plan.

PROPOSAL NO. 4

ADVISORY (Non-BINDING) VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act and the rules and regulations of the SEC, we are providing our stockholders with an opportunity to cast an advisory, non-binding vote on the approval of the compensation of our named executive officers. The “named executive officers” are those executive officers who are listed in the Summary Compensation Table. We ask that you provide an advisory vote to approve the following, non-binding resolution on named executive officer compensation:

“RESOLVED, that the stockholders of Beyond Air, Inc. approve the compensation paid to the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Executive Compensation section, compensation tables and related footnotes, and narrative disclosures.”

This advisory vote is commonly referred to as a “say-on-pay” vote and is required by Section 14A of the Exchange Act. Because this is an advisory vote, the stockholder vote will not be binding on us. Nevertheless, our compensation committee and Board value the opinions expressed by our stockholders and will take the outcome of the vote into account in future determinations concerning our executive compensation program.

Our executive compensation programs are designed to attract, motivate and retain our executive officers, who are critical to our success. The Executive Compensation section of this proxy statement contains details on the compensation of our named executive officers.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS AN ADVISORY (NON-BINDING) VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

EXECUTIVE COMPENSATION

Processes and Procedures for Compensation Decisions

Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our Board of Directors on its discussions, decisions and other actions. Our compensation committee reviews and approves corporate goals and objectives relating to the compensation of our Chief Executive Officer, evaluates the performance of our Chief Executive Officer in light of those goals and objectives and determines and approves the compensation of our Chief Executive Officer based on such evaluation. Our compensation committee has the sole authority to determine our Chief Executive Officer’s compensation. In addition, our compensation committee, in consultation with our Chief Executive Officer, reviews and approves all compensation for other officers, as well as the directors.

The compensation committee is authorized to retain the services of one or more executive compensation and benefits consultants or other outside experts or advisors as it sees fit, in connection with the establishment of our compensation programs and related policies.

The compensation committee has full authority to form and delegate authority to one or more subcommittees consisting solely of one or more members of the compensation committee as it deems appropriate from time to time. The compensation committee may delegate to the Chief Executive Officer or any other executive officer the authority to grant equity awards to employees of the Company who are not directors or officers of the Company, on such terms and subject to such limitations as the compensation committee may determine in compliance with Delaware corporate law.

Summary Compensation Table

The following table provides information regarding the compensation earned by our named executive officers for the fiscal years ended March 31, 2024 and March 31, 2023.

Employment Agreements with Named Executive Officers

Our employment agreements with our executive officers contain provisions standard for a company in our industry regarding non-competition, confidentiality of information and assignment of inventions.

Employment Agreement with Steven Lisi

On June 30, 2018, we entered into an employment agreement with Mr. Lisi to serve as our Chief Executive Officer with an annual base salary of $450,000, subject to review of the compensation committee at least annually. In April 2022, Mr. Lisi’s annual base salary was increased to $650,000. In addition to his base salary, Mr. Lisi is eligible to receive a short-term incentive bonus equal to a percentage of his base salary in effect at the end of the fiscal year, based partially on performance weighted bonus objectives established for Mr. Lisi by the Board of Directors (which includes both corporate objectives and individual objectives) for the fiscal year, with such objectives to be discussed with Mr. Lisi prior to being established, and partially based on the discretion of the Board of Directors. The target bonus percentage each fiscal year is an amount equal to 60% of Mr. Lisi’s base salary in effect at the end of each fiscal year. However, the actual short-term incentive bonus as determined by the Board of Directors may range from 0% to higher than 100% of the base salary. Any short-term incentive bonus shall be paid on or before April 15 of the following year and may include cash, stock options and restricted stock awards. If paid in stock options or restricted stock awards, the short-term incentive bonus must be paid separately from, and independently of, any long-term equity incentive award. Pursuant to the employment agreement, Mr. Lisi is also eligible to receive awards of stock options or restricted stock grants as may be determined from time to time by the Board of Directors or the compensation committee of the Board of Directors. Pursuant to the terms and conditions of employment, Mr. Lisi received options to purchase 400,000 shares of our common stock at an exercise price of $4.25 per share. 25% of the options vested on June 30, 2018 and thereafter an additional 25% vested on December 31, 2018 and December 31^st of each of the two ensuing years thereafter until the options vested in full. The options expire on the tenth anniversary of the date of grant and were fully vested as of March 31, 2021.

In the event of Mr. Lisi’s termination without “cause” or his resignation for “good reason”, as such terms are defined in his employment agreement, Mr. Lisi, subject to his execution and non-revocation of a release of claims and compliance with the restrictive covenants set forth in his employment agreement, will be entitled to (i) severance equal to twenty-four months of base salary, payable in a lump sum, (ii) a lump sum payment equal to 1.5 times that of the most recent earned short-term incentive award, (iii) all outstanding options and restricted common stock awards held by Mr. Lisi would automatically vest and (iv) provided Mr. Lisi timely elects to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), continued participation by Mr. Lisi and his eligible dependents in our standard group medical and dental plans until the earlier of (a) the end of the 18^th month following Mr. Lisi’s termination and (b) the date Mr. Lisi secures subsequent employment with medical and dental coverage.

In the event of Mr. Lisi’s termination without “cause” or his resignation for “good reason”, in each case within three months prior to a “change of control”, as such term is defined in Mr. Lisi’s employment agreement, or within 18 months following a “change of control”, Mr. Lisi, subject to his execution and non-revocation of a release of claims and compliance with the restrictive covenants set forth in his employment agreement, will be entitled to (i) a one-time grant of 650,000 shares of our common stock, (ii) all outstanding options and restricted common stock awards held by Mr. Lisi would automatically vest and (iii) provided Mr. Lisi timely elects to continue health care coverage under COBRA, continued participation by Mr. Lisi and his eligible dependents in our standard group medical and dental plans until the earlier of (a) the end of the 24^th month following Mr. Lisi’s termination and (b) the date Mr. Lisi secures subsequent employment with medical and dental coverage.

Mr. Lisi’s employment agreement contains restrictive covenants relating to non-disclosure of confidential information, assignment of inventions, and non-solicitation of employees and customers that runs for a period of one year following his termination of employment for any reason.

Employment Agreement with Amir Avniel

Effective August 15, 2024, Mr. Avniel resigned as the President, Chief Business Officer and Director of the Company. Mr. Avniel’s resignations were voluntary and are not due to any disagreement with the Company on any matters related to the Company’s operations, policies, or practices. Mr. Avniel will remain President of the Company’s Beyond Air Ltd. subsidiary. His employment agreement is still being negotiated. Below is a description of his employment agreement prior to the changes in his positions.

On June 30, 2018, we entered into an employment agreement with Mr. Avniel to serve as our President and Chief Operating Officer with an annual base salary of $400,000, subject to review of the compensation committee at least annually. In addition to his base salary, Mr. Avniel is eligible to receive a short-term incentive bonus equal to a percentage of his base salary in effect at the end of the fiscal year, based partially on performance weighted bonus objectives established for Mr. Avniel by the Board of Directors (which includes both corporate objectives and individual objectives) for the fiscal year, with such objectives to be discussed with Mr. Avniel prior to being established, and partially based on the discretion of the Board of Directors. The target bonus percentage each fiscal year is an amount equal to 60% of Mr. Avniel’s base salary in effect at the end of each fiscal year. However, the actual short-term incentive bonus as determined by the Board of Directors may range from 0% to higher than 100% of the base salary. Any short-term incentive bonus shall be paid on or before April 15 of the following year and may include cash, stock options and restricted stock awards. If paid in stock options or restricted stock awards, the short-term incentive bonus must be paid separately from, and independently of, any long-term equity incentive award. Pursuant to the employment agreement, Mr. Avniel is also eligible to receive awards of stock options or restricted stock grants as may be determined from time to time by the Board of Directors or the compensation committee of the Board of Directors. Pursuant to the terms and conditions of employment, Mr. Avniel received options to purchase 250,000 shares of our common stock at an exercise price of $4.25 per share. 25% of the options vested on June 30, 2018 and thereafter an additional 25% vested on December 31, 2018 and December 31^st of each of the two ensuing years thereafter until the options vested in full. The options expire on the tenth anniversary of the date of grant and the options were fully vested as of March 31, 2021. On July 2, 2022, Mr. Avniel stepped down as Chief Operating Officer and assumed the role of Chief Business Officer. Notwithstanding this titular change, the other terms of his employment agreement with us, did not change.

In the event of Mr. Avniel’s termination without “cause” or his resignation for “good reason”, as such terms are defined in his employment agreement, Mr. Avniel, subject to his execution and non-revocation of a release of claims and compliance with the restrictive covenants set forth in his employment agreement, will be entitled to (i) severance equal to twenty-four months of base salary, payable in a lump sum, (ii) a lump sum payment equal to 1.5 times that of the most recent earned short-term incentive award, (iii) all outstanding options and restricted common stock awards held by Mr. Avniel would automatically vest and (iv) provided Mr. Avniel timely elects to continue health care coverage under COBRA, continued participation by Mr. Avniel and his eligible dependents in our standard group medical and dental plans until the earliest of (a) the end of the 18^th month following Mr. Avniel’s termination and (b) the date Mr. Avniel secures subsequent employment with medical and dental coverage.

In the event of Mr. Avniel’s termination without “cause” or his resignation for “good reason”, in each case within three months prior to a “change of control”, as such terms are defined in Mr. Avniel’s employment agreement, or within 18 months following a “change of control”, Mr. Avniel, subject to his execution and non-revocation of a release of claims and compliance with the restrictive covenants set forth in his employment agreement, will be entitled to (i) a one-time grant of 350,000 shares of our common stock, (ii) all outstanding options and restricted common stock awards held by Mr. Avniel would automatically vest and (iii) provided Mr. Avniel timely elects to continue health care coverage under COBRA, continued participation by Mr. Avniel and his eligible dependents in our standard group medical and dental plans until the earliest of (a) the end of the 24^th month following Mr. Avniel’s termination and (b) the date Mr. Avniel secures subsequent employment with medical and dental coverage.

Mr. Avniel’s employment agreement contains restrictive covenants relating to non-disclosure of confidential information, assignment of inventions, and non-solicitation of employees and customers that runs for a period of one year following his termination of employment for any reason.

Employment Agreement with Michael Gaul

On April 24, 2020, we entered into an employment agreement with Michael Gaul to serve as our Senior VP, Operations, effective May 4, 2020. Mr. Gaul’s employment agreement provides that his employment will continue until either the Company or Mr. Gaul terminates his employment in accordance with the terms of the employment agreement. Pursuant to the employment agreement, Mr. Gaul is entitled to receive an annual base salary of $250,000, which is subject to adjustment pursuant to the Company’s employee compensation practices. In April 2022, Mr. Gaul’s base salary was increased to $350,000. In addition, Mr. Gaul is eligible to be considered for an incentive bonus for each fiscal year of the Company, which will be awarded based on objective or subjective criteria established by the Chief Executive Officer and approved by the Board of Directors or a committee thereof. As of his start date, the Company also granted Mr. Gaul a stock option award, subject to the Company’s 2013 Equity Incentive Plan, for the purchase of 10,000 shares of the Company’s common stock, at an exercise price of $5.32. This option vests over a four-year period, with 25% of the shares underlying the stock option award vesting on the first anniversary of the date of grant after one-year of continuous service and annually thereafter in three equal installments. This option is in addition to those granted previously to Mr. Gaul pursuant to that certain Consulting Agreement, dated February 26, 2020. On July 1, 2022, Mr. Gaul stepped down as Senior VP, Operations of the Company and assumed the role of Chief Operating Officer. Notwithstanding this titular change, the other terms of his employment agreement with us did not change.

In the event of Mr. Gaul’s termination by the Company without “cause,” or by Mr. Gaul for “Good Reason,” as such terms are defined in Mr. Gaul’s employment agreement, the Company shall pay severance to Mr. Gaul. Upon any such termination, and subject to the terms of the employment agreement and the Company’s policies, Mr. Gaul will be entitled to receive his base salary for a period of six months, plus an additional month of severance payments for every two months of employment, with such additional amounts to be cumulative and not to exceed a total of 12 months of severance payments. The Company will also continue to contribute to Mr. Gaul’s health and dental benefits in the same proportion as during employment for the same duration as severance payments are made. In the event of a “Change of Control” (as such term is defined in the employment agreement), Mr. Gaul will receive severance payments equal to six months’ base salary and the Company will continue to provide health and dental benefits in the same proportion as during employment for six months. Mr. Gaul will also receive an additional month of severance for every two months of employment, with such amounts to be cumulative and not to exceed a total of 12 months of severance payments. In addition, all of Mr. Gaul’s options to acquire Company stock and restricted common stock awards which have not vested as of the date of termination will become immediately vested as of the date of termination.

Mr. Gaul’s employment agreement also contains customary non-solicitation and non-competition covenants, which covenants remain in effect for 1 year following any cessation of employment with respect to Mr. Gaul.

Option Awards Granted During the Fiscal Year Ended March 31, 2024

On March 20, 2024, Messrs. Lisi, Avniel and Gaul were granted options to purchase 950,000, 400,000 and 350,000 shares of our common stock, respectively, with an exercise price of $1.53 per share, which was equal to the closing price of our common stock on the date of grant. The options vest in equal annual installments over four years commencing on December 31, 2024.

Equity Compensation Plan Information

We maintain the Sixth Amended Plan. The Sixth Amended Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance share awards, and other stock-based awards (collectively, the “stock awards”). Stock awards may be granted under the Sixth Amended Plan to our employees, directors and consultants, other than incentive stock options which may only be granted to employees of the Company.

The maximum number of shares of common stock available for issuance under the Sixth Amended Plan is 13,600,000 shares.

The Sixth Amended Plan is scheduled to terminate on August 13, 2028. No stock awards shall be granted pursuant to the Sixth Amended Plan after such date, but Awards theretofore granted may extend beyond that date. The Board of Directors may suspend or terminate the Plan at any earlier date pursuant to the Sixth Amended Plan. No stock awards may be granted under the Plan while the Plan is suspended or after it is terminated.

The following table summarizes the total number of outstanding options and shares available for other future issuances of options under the Sixth Amended Plan and the 2021 Employee Stock Purchase Plan as of March 31, 2024.

Outstanding Equity Awards as of March 31, 2024

Pay Versus Performance 

The following table sets forth information concerning the compensation actually paid to our Principal Executive Officers (PEO’s) and to our other named officers (NEO’s) compared to certain performance measures for the fiscal years ended March 31, 2024 (Fiscal 2024) and March 31, 2023 (Fiscal 2023).

The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our Compensation Committee views the link between company performance and our Named Executive Officers’ pay. Our executive compensation program does not utilize the company’s financial results as the primary indicator to determine executive compensation. We believe that the creation of sustainable long-term stockholder value depends on our ability to both commercialize LungFit PH and successfully advance our pipeline, and ultimately, continue to bring additional product candidates to market. In determining the amount of the annual incentive award for each of our executive officers, including each of our Named Executive Officers, the Compensation Committee evaluated the corporate performance objectives that had been established at the beginning of the fiscal year as well as other corporate and individual achievements and performance throughout the year. These performance objectives included commercial metrics, research and development milestones and other business objectives. Additionally, grants of equity awards, primarily stock options, to our executive officers are intended to incentivize future value creation and to align the long-term interests of our executive officers with shareholders. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

The “Compensation Actually Paid”, which is presented in the table below, is defined by the SEC and does not reflect amounts actually paid, earned or received by our Named Executive Officers. A significant portion of the “Compensation Actually Paid” amounts shown relate to changes in values of unvested awards over the course of the applicable reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our share price. The ultimate values actually realized by our Named Executive Officers from unvested equity awards, if any, cannot be determined until the awards fully vest and are exercised or settled, as the case may be.

Compensation Actually Paid and Cumulative Total Shareholder Return

The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with our cumulative total shareholder return for the fiscal years ended December 31, 2022, 2023, and 2024. Total Shareholder Return amounts reported in the graph assume an initial fixed investment of $100 on March 31, 2022.

Compensation Actually Paid and Net Loss

The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with our net loss for the fiscal years ended March 31, 2022, 2023 and 2024.

PROPOSAL NO. 5

APPROVAL OF THE SECOND AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE

of Incorporation TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO 500,000,000

Overview

On October 18, 2024, our Board unanimously approved, subject to stockholder approval, the second amendment to our Amended and Restated Certificate of Incorporation, as further amended, (the “Certificate of Incorporation”). We are asking our stockholders to approve an amendment to our Certificate of Incorporation to increase our authorized number of shares of Common Stock from 100,000,000 shares to 500,000,000 shares (the “Authorized Share Increase Proposal”). If stockholders approve this Authorized Share Increase Proposal, we expect to file the second amendment to our Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to increase the total number of authorized shares of our Common Stock as soon as practicable following stockholder approval.

As of the close of business on the Record Date, 72,187,636 shares of our Common Stock were issued and outstanding, out of the 100,000,000 shares that we are authorized to issue. In addition to the shares of Common Stock outstanding on the Record Date, there were an aggregate of 93,729,086 shares reserved for issuance pursuant to certain outstanding pre-funded warrants, warrants, outstanding options and RSUs. As of the Record Date, if all shares of Common Stock that are currently reserved were to be issued by the Company, the Company would not have sufficient shares available to meet the needs of our business described below under “— Reasons for the Increase in Authorized Shares”. Approval of the Authorized Share Increase Proposal will grant the Board the authority, without further action by the stockholders, to carry out the amendment to the Certificate of Incorporation after the date stockholder approval for the amendment is obtained.

If approved, the proposed amendment to our Certificate of Incorporation would increase the number of shares of Common Stock that we are authorized to issue from 100,000,000 shares of Common Stock to 500,000,000 shares of Common Stock, representing an increase of 400,000,000 shares of authorized Common Stock. The proposed Certificate of Amendment would not increase the number of shares of preferred stock that we are authorized to issue.

The text of the proposed Certificate of Amendment, to effect the Authorized Share Increase Proposal, is set forth in Appendix B, and is attached to this proxy statement.

Reasons for the Increase in Authorized Shares

The Company currently has authorized capital stock of 100,000,000 shares of our common stock, with 72,187,636 shares issued and outstanding and 10,000,000 shares of blank check preferred stock, none of which have been designated. The Board has determined that the increase in our authorized shares of Common Stock is in the best interests of the Company and unanimously recommends approval by the stockholders. The Board believes that the availability of additional authorized shares of Common Stock is required for several reasons including, but not limited to, the Company’s need to satisfy its existing obligations under the Purchase Agreement related to the recent PIPE financing (as further described in Proposal 6), and the additional flexibility to issue shares of Common Stock for a variety of general corporate purposes as the Board may determine to be desirable including, without limitation, future financings, investment opportunities, acquisitions, strategic partnerships, or other distributions and to facilitate stock splits (including splits effected through the declaration of stock dividends).

In addition, pursuant to the terms of the Purchase Agreement (as further described in Proposal 6), we agreed to use our best efforts to hold a special or annual meeting of stockholders to approve an increase in our number of authorized Common Stock sufficient to issue the shares of Common Stock issuable pursuant to the Common Warrants issued in the Private Placement Offering (as further described in Proposal 6).

The extra shares of authorized Common Stock would be available for issuance from time to time as determined by the Board for any proper corporate purpose. Such purposes might include, without limitation, issuance in public or private sales for cash as a means of obtaining additional capital for use in our business and operations, and issuance as part or all of the consideration required to be paid by us for acquisitions of other businesses or assets. The proposed increase will provide the Company with sufficient authorized shares of Common Stock to accommodate these potential needs without requiring additional stockholder approval, except as otherwise required by law. Notwithstanding the foregoing, we have no obligation to issue such additional shares and there are no plans, proposals or arrangements currently contemplated by us that would involve the issuance of the additional shares to acquire another company or its assets, or for any other corporate purpose stated.

Current Plans, Proposals or Arrangements to issue shares of Common Stock

As of the Record Date, the Company had:

Other than as set forth above, the Company has no current plans, proposals or arrangements, written or oral, to issue any of the additional authorized shares of common stock that would become available as a result of the filing of the proposed Certificate of Amendment.

In addition, following the approval and filing of the Certificate of Amendment, the Company may explore additional financing opportunities or strategic transactions that would require the issuance of additional shares of Common Stock, but no such plans are currently in existence and the Company has not begun any negotiations with any party related thereto. If we issue additional shares, the ownership interest of holders of our capital stock will be diluted.

Principal Effects of the Increase in Authorized Shares

The Company’s stockholders will not realize any dilution in their ownership or voting rights as a result of the increase in authorized shares of our Common Stock but will experience dilution to the extent additional shares are issued in the future.

In addition to satisfying our obligations under the Purchase Agreement (as further described in Proposal 6), having an increased number of authorized but unissued shares of our Common Stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an increase in our capitalization. The issuance of additional shares of our Common Stock may, if such shares are issued at prices below what current stockholders paid for their shares, reduce stockholders’ equity per share and dilute the value of current stockholders’ shares. It is not the present intention of the Board to seek stockholder approval prior to any issuance of shares of our Common Stock that would become authorized by our Certificate of Amendment unless otherwise required by law or regulation. Frequently, opportunities arise that require prompt action, and it is the belief of the Board that the delay necessitated for stockholder approval of a specific issuance could be to the detriment of us and our stockholders.

When issued, the additional shares of our Common Stock authorized by the Certificate of Amendment will have the same rights and privileges as the shares of our Common Stock currently authorized and outstanding. Holders of our Common Stock shares have no preemptive rights and, accordingly, stockholders would not have any preferential rights to purchase any of the additional shares of our common stock when such shares are issued.

Shares of authorized and unissued Common Stock could be issued in one or more transactions that could make it more difficult, and therefore less likely, that any takeover of us could occur. Issuance of additional shares of our Common Stock could have a deterrent effect on persons seeking to acquire control. The Board also could, although it has no present intention of so doing, authorize the issuance of shares of our Common Stock to a holder who might thereby obtain sufficient voting power to assure that any proposal to effect certain business combinations or amendment to our Certificate of Incorporation or Bylaws would not receive the required stockholder approval. Accordingly, the power to issue additional shares of our Common Stock could enable the Board to make it more difficult to replace incumbent directors and to accomplish business combinations opposed by the incumbent Board.

Procedure for Implementing the Amendment

The increase in our authorized shares of Common Stock will become effective upon the filing of the Certificate of Amendment or such later time as specified in the filing with the Secretary of State of the State of Delaware. The form of the Certificate of Amendment is attached hereto as Appendix B. If stockholders approve this Authorized Share Increase Proposal, we expect to file the Certificate of Amendment as soon as practicable following stockholder approval.

Consequences of Not Approving this Proposal

Pursuant to the Purchase Agreement (as further described in Proposal 6), if the Company does not obtain stockholder approval of the Authorized Share Increase Proposal, the Company will be required to use its best efforts to call a meeting every 180 days thereafter to seek stockholder approval until the earlier of the date stockholder approval is obtained or the Common Warrants are no longer outstanding.

In addition, the lack of sufficient authorized Common Stock will severely limit the ability of the Company to issue Common Stock for a variety of general corporate purposes as the Board may determine to be desirable including, without limitation, future financings, investment opportunities, acquisitions, or other distributions and stock splits (including splits effected through the declaration of stock dividends).

Interests of Officers and Directors in this Proposal

Our officers and directors do not have any substantial interest, direct or indirect, in this Authorized Share Increase Proposal.

Vote Required

A quorum being present, the approval of this Authorized Share Increase Proposal requires the affirmative vote of a majority of the votes cast of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon as of the Record Date. Abstentions and broker non-votes will have no effect on the proposal.

Effectiveness of the Amendment

If approved, the amendment to the Certificate of Incorporation will become effective upon the filing of the amendment with the Secretary of State of the State of Delaware.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE SECOND amendment to our Amended and Restated Certificate of Incorporation TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO 500,000,000.

PROPOSAL NO. 6

To authorize, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(D), the issuance of shares of our common stock underlying warrants issued by US pursuant to THE TERMS OF THAT certain securities purchase agreement, DATED SEPTEMBER 26, 2024, BY AND AMONG THE COMPANY AND THE INVESTORS NAMED THEREIN, IN AN AMOUNT EQUAL TO OR IN EXCESS OF 20% OF OUR COMMON STOCK OUTSTANDING BEFORE THE ISSUANCE OF SUCH WARRANTS (INCLUDING IN ACCORDANCE WITH THE OPERATION OF THE ANTI-DILUTION PROVISIONS CONTAINED IN SUCH WARRANTS)

The Private Placement Offering

On September 26, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors, pursuant to which the Company sold shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and accompanying warrants to purchase shares of Common Stock, in a private placement priced at-the-market under the rules of the Nasdaq Stock Market (the “Private Placement”).

Pursuant to the Purchase Agreement, the investors purchased from the Company an aggregate of (i) 24,999,999 shares (the “Shares”) of the Company’s Common Stock, at a purchase price of $0.5043 per Share, (ii) pre-funded warrants to purchase up to 15,848,712 shares of Common Stock (the “Pre-funded Warrants”) at a purchase price of $0.5042 per Pre-funded Warrant and (iii) warrants to purchase up to 40,848,711 shares of Common Stock (the “Common Warrants”, and together with the Pre-funded Warrants the “Warrants”), for aggregate gross proceeds under the Purchase Agreement of $20,600,000. Each Share and each Pre-funded Warrant was sold with an accompanying Common Warrant to purchase one share of Common Stock. The Pre-funded Warrants have an exercise price of $0.0001 per share, and the Common Warrants have an exercise price of $0.38 per share. The Private Placement offering closed on September 30, 2024 (the “Closing Date”). The Purchase Agreement contains representations and warranties of us and the investors, which are typical for transactions of this type. In addition, the Purchase Agreement contains customary covenants on our part that are typical for transactions of this type, as well as the additional covenant to use our best efforts to hold a meeting of the stockholders, no later than one-hundred eighty (180) days after the Closing Date, at which we would solicit our stockholders’ affirmative vote for the approval of allowing for the exercise price of the Common Warrants to be adjusted in accordance with the terms of the Common Warrants pursuant to the rules and regulations of the Nasdaq Stock Market (the “Issuance Proposal”). This Issuance Proposal is intended to fulfill this covenant.

Warrants

The Pre-funded Warrants are exercisable immediately after this Issuance Proposal is approved and will expire when exercised in full. The Common Warrants are exercisable immediately after this Issuance Proposal is approved and expire on the date that is five (5) years after its date of issuance. Both the Pre-funded Warrants and Common Warrants are exercisable on a cashless basis in the event that, at the time of exercise, there is not an effective registration statement for the resale of the shares underlying the Pre-funded Warrants or Common Warrants, as applicable. The respective Pre-funded Warrants or Common Warrants may not be exercised to the extent such exercise would cause the holder to beneficially own more than 4.99% (or at the option of the holder 9.99%) of the Company’s issued and outstanding Common Stock. The exercise price of the Warrants and number of shares of Common Stock issuable upon exercise of the Warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events and also upon any distributions of assets, including cash, stock or other property to our stockholders.

Subject to certain exemptions outlined in the Common Warrant, if at any time while the Common Warrants are outstanding, the Company issues or sells, or is deemed to have issued or sold, shares of Common Stock at an effective price per share less than the exercise price of the Common Warrants then in effect (the “Trigger Issuance”), the exercise price of the Common Warrant shall be reduced in accordance with a weighted average formula, as follows:

Adjusted Exercise Price = (A x B) + D

     A+C

Where:

“A” equals the Common Stock Deemed Outstanding immediately preceding such Trigger Issuance;

“B” equals the exercise price of the Common Warrants in effect immediately preceding such Trigger Issuance;

“C” equals the aggregate number of shares of Common Stock issued or deemed issued hereunder in such Trigger Issuance; and

“D” equals the aggregate consideration, if any, received or deemed to be received by the Company upon such Trigger Issuance.

provided, however, that in no event shall the Exercise Price after giving effect to such Trigger Issuance be greater than the Exercise Price immediately prior to such Trigger Issuance.

“Common Stock Deemed Outstanding” means, at any given time, the sum of (I) the number of shares of Common Stock actually outstanding at such time, plus (II) the number of shares of Common Stock issuable upon exercise of options (as defined in the Common Warrants) actually outstanding at such time, plus (III) the number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities (as defined in the Common Warrants) actually outstanding at such time (treating as actually outstanding any Convertible Securities issuable upon exercise of Options actually outstanding at such time), in each case, regardless of whether the Options or Convertible Securities are actually exercisable at such time; provided, that Common Stock Deemed Outstanding at any given time shall not include shares owned or held by or for the account of the Company or any of its wholly-owned subsidiaries.

In no event shall the exercise price of the Common Warrants be adjusted to a price that is lower than a price that is equal to $0.07584 (20% of the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d)(1)(A)) in effect as of the execution of the Purchase Agreement; which price shall be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction).

Registration Rights Agreement

In connection with the private placement, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) dated September 26, 2024 with the investors pursuant to which we granted to the investors certain demand resale registration rights with respect to the Common Stock issuable pursuant to the Purchase Agreement, or exercise of the Warrants, or resulting from the anti-dilution provisions in the Warrants or any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event (the “Registrable Securities”). Pursuant to the Registration Rights Agreement, we filed a registration statement covering the resale of the Registrable Securities by the investors on October 25, 2024 and are required to have such Registration Statement declared effective. The Company will be obligated to pay liquidated damages to the investors if the Company fails to file the Registration Statement when required or fails to cause the Registration Statement to be declared effective by the SEC when required.

Background to the Private Placement

We believe that the Private Placement, which yielded gross proceeds of $20.6 million, was necessary in light of the Company’s cash and funding requirements at the time. We also believe that the anti-dilution protections contained in the Warrants were reasonable in light of market conditions and the size and type of the offering in the Private Placement, and that we would not have been able to complete the sale of the securities unless such anti-dilution provisions were offered. In addition, at the time of the Private Placement, our Board considered numerous other alternatives to the transaction, none of which proved to be feasible or, in the opinion of our Board, would have resulted in aggregate terms equivalent to, or more favorable than, the terms obtained in the Private Placement.

Why We Need Stockholder Approval

We are seeking stockholder approval to comply with a provision in the Purchase Agreement and the Common Warrant, that require us to do so and Nasdaq Listing Rule 5635(d). The Purchase Agreement requires us to seek stockholder approval every 180 days until such time as we obtain approval, or the Common Warrants are no longer outstanding. Until stockholder approval has been obtained, the Purchase Agreement states that we, or any of our subsidiaries, cannot issue any shares of Common Stock or common stock equivalents, or file any registration statement or an amendment or supplement thereto.

Nasdaq Rule 5635(d)

Pursuant to Nasdaq Listing Rule 5635(d), stockholder approval is required prior to a 20% Issuance at a price that is less than the Minimum Price. For purposes of Nasdaq Listing Rule 5635(d), (i) “20% Issuance” means a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by our officers, directors or substantial stockholders equals 20% or more of common stock or 20% or more of the voting power outstanding before the issuance, and (ii) “Minimum Price” means a price that is the lower of: (A) the closing price (as reflected on nasdaq.com) immediately preceding the signing of the binding agreement; and (B) the average closing price of common stock (as reflected on nasdaq.com) for the five (5) trading days immediately preceding the signing of the binding agreement. In determining whether multiple issuances should be aggregated for purposes of Nasdaq Listing Rule 5635(d), Nasdaq will consider several factors, including the timing of the issuances. Although more than 20% of our common stock may be issued in connection with the Private Placement, the Private Placement was intended to comply with the Minimum Price. However, given the possibility of issuance of additional shares of common stock in the event we are required to make an Exercise Price adjustment, as defined below, or in the event we are otherwise required to amend the Securities Purchase Agreement to issue additional shares of Common Stock following an event of default, we are seeking stockholder approval under this Proposal, to comply with Nasdaq Listing Rule 5635(d), at this time to avoid the cost of re-solicitation later. Stockholder approval of this proposal will constitute stockholder approval for purposes of Listing Rule 5635(d) of Nasdaq.

Effect of Issuance of shares of Common Stock

The issuance of shares pursuant to the exercise of the Common Warrants issued in the Private Placement, will cause a reduction in the percentage interests of our current stockholders in the voting power, any liquidation value, our book and market value, and in any future earnings. Further, the issuance or resale of our Common Stock issued to the investors upon exercise of the Common Warrants could cause the market price of our Common Stock to decline. In addition to the foregoing, the increase in the number of issued shares of our Common Stock that may be issued upon exercise of the Common Warrants may have an incidental anti-takeover effect in that additional shares could be used to dilute the stock ownership of parties seeking to obtain control of us. The increased number of issued shares could discourage the possibility of, or render more difficult, certain mergers, tender offers, proxy contests or other change of control or ownership transactions. Because of potential adjustments to the number of shares of Common Stock issuable upon exercise of the Common Warrants, the exact magnitude of the dilutive effect of the Common Warrants and underlying shares of Common Stock cannot be conclusively determined. However, the dilutive effect may be material to our current stockholders.

Consequences of Not Approving this Proposal

If our stockholders do not approve this Issuance Proposal, we will be required to call a meeting of stockholders every 180 days thereafter to seek approval until the earlier of the date approval is obtained or the Common Warrants are no longer outstanding. The requirement to seek approval at one or more additional stockholder meetings will be burdensome to the Company both in time and expense.

If our stockholders do not approve this Issuance Proposal, the investors would be entitled to cash payment, as partial liquidated damages, equal to the product of 0.50% multiplied by the aggregate purchase price paid by each such investor, for the securities purchased pursuant to the Purchase Agreement in the Private Placement. If we are unable to obtain stockholder approval at any subsequent meetings, the investors would be entitled to cash payment, as partial liquidated damages, equal to the product of 0.50% multiplied by the aggregate purchase price paid by each such investor for the securities purchased pursuant to the Purchase Agreement in the Private Placement. The payments described in this paragraph shall not exceed 1.0% of the aggregate purchase price paid by such holder for the securities purchased by such holder under the Purchase Agreement.

If our stockholders do not approve this Issuance Proposal, and, following any adjustment events if we are otherwise required to issue additional shares of Common Stock, we would not be permitted to issue additional shares of Common Stock in a manner that violates Nasdaq Listing Rule 5635(d). We are seeking stockholder approval under this Issuance Proposal, to comply with our contractual obligation and Nasdaq Listing Rule 5635(d), should it apply in the future.

Additional Information

This summary is intended to provide you with basic information concerning the Purchase Agreement, and Warrants. The full text of the Purchase Agreement, Pre-funded Warrants, Common Warrants, and the Registration Rights Agreement are included as exhibits to our Current Report on Form 8-K filed with the SEC on September 27, 2024.

Vote Required

A quorum being present, the approval of this Issuance Proposal requires the affirmative vote of a majority of the votes cast of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon as of the Record Date. Abstentions and broker non-votes will have no effect on the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” authorizing for the purposes of complying with nasdaq rule 5635(d), THE issuance of shares of our common stock underlying warrants issued by US pursuant to the terms of that certain securities purchase agreement, DATED SEPTEMBER 26, 2024, BY AND AMONG THE COMPANY AND THE INVESTORS NAMED THEREIN, IN AN AMOUNT EQUAL TO OR IN EXCESS OF 20% OF OUR COMMON STOCK OUTSTANDING BEFORE THE ISSUANCE OF SUCH WARRANTS (INCLUDING IN ACCORDANCE WITH THE OPERATION OF THE ANTI-DILUTION PROVISIONS CONTAINED IN SUCH WARRANTS).

PROPOSAL NO. 7

Adjournment or postponement of the annual meeting, if necessary, to continue to solicit votes for proposal Nos. 3, 5, and 6

Adjournment of the Annual Meeting

In the event that the number of shares of common stock present or represented by proxy at the special meeting and voting “for” the adoption of any of the foregoing Proposal Nos. 3, 5 and 6 are insufficient to approve any such proposal, we may move to adjourn the Annual Meeting in order to enable us to solicit additional proxies in favor of the adoption of any such proposal. In that event, we may ask stockholders to vote only upon this Adjournment Proposal. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Required vote and recommendation

In accordance with our Bylaws, the approval of this Adjournment Proposal for the purpose of soliciting additional proxies requires the affirmative vote of a majority of the votes of our common stock present in person, by remote communication, if applicable, or represented by proxy at the Annual Meeting and entitled to vote thereon as of the Record Date. Abstentions and broker non-votes, if any, with respect to this proposal are not counted as votes cast and will not affect the outcome of this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE Adjournment or postponement of the annual meeting, if necessary, to continue to solicit votes for proposals 3, 5, and 6.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the beneficial ownership of our common stock by each person known by us to beneficially own more than 5.0% of any class of our voting securities together with:

The percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned. Percentage computations are based on 72,187,636 shares of our common stock outstanding as of October 11, 2024.

Under the terms of the warrants issued by us to each of Alyeska, Avenue Capital, Atlas, Bob Carey and Steve Lisi, they may not exercise a warrant to the extent such exercise would cause them, together with their affiliates and any other persons acting as a group with them or any of their affiliates, to have acquired a number of shares of common stock which would exceed 9.99%, excluding for purposes of such determination shares of common stock issuable upon exercise of warrants that have not been exercised. We refer to the foregoing limitations as the “Ownership Cap.” The share numbers in the table below do not reflect the Ownership Cap, but the figures contained in the “Percentage of Outstanding Shares” column reflect the Ownership Cap applicable to the relevant parties.

* Less than one percent (1.0%).

# these include the warrants and/ or pre-funded warrants, as applicable, that are only exercisable after stockholders’ approval of the relevant proposals contained in this proxy statement.

RELATED PERSON TRANSACTIONS

Under SEC rules, related-party transactions are those transactions to which we are or may be a party in which the amount involved exceeds the lesser of $120,000 or one percent of the average of total assets at year-end for the last two completed fiscal years, and in which any of our directors or executive officers or any other related person had or will have a direct or indirect material interest, excluding, among other things, compensation arrangements with respect to employment and Board of Directors membership. Our audit committee could approve a related-party transaction if it determines that the transaction is in our best interests. Our directors are required to disclose to this committee or the full Board of Directors any potential conflict of interest, or personal interest in a transaction that our Board of Directors is considering. Our executive officers are required to disclose any related-party transaction to the audit committee. We also poll our directors on an annual basis with respect to related-party transactions and their service as an officer or director of other entities. Any director involved in a related-party transaction that is being reviewed or approved must recuse himself or herself from participation in any related deliberation or decision. Whenever possible, the transaction should be approved in advance and if not approved in advance, must be submitted for ratification as promptly as practical. The Company has written policies and procedures with respect to related person transactions for managing any such situations.

On September 27, 2024, the Company issued 9,886,633 warrants with a strike price of $0.3793 to Robert Carey upon signature of a binding term sheet whereby Mr. Carey will loan $7,500,000 to the Company. On that same say, the Company issued 3,295,544 warrants with a strike price of $0.3793 to Steve Lisi upon signature of a binding term sheet whereby Mr. Lisi will loan $2,500,000 to the Company.

There were no other transactions to which we have been a party in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of the company’s total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements that are described in the “Executive Compensation” and “Director Compensation” sections above.

OTHER MATTERS

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent fiscal year. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended March 31, 2024, all of our officers, directors and greater than 10% beneficial owners have complied with Section 16(a) filing requirements on a timely basis .

Fiscal Year 2024 Annual Report and SEC Filings

Our financial statements for our fiscal year ended March 31, 2024 are included in our Annual Report, which we will make available to stockholders at the same time as this proxy statement. This proxy statement and our Annual Report are posted on our website at www.beyondair.net and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our Annual Report without charge by sending a written request to Beyond Air, Inc., Attention: Investor Relations, 900 Stewart Avenue, Suite 301, Garden City, NY 11530. Information contained on or accessible through this website is not a part of this proxy statement, and the inclusion of such website address in this proxy statement is an inactive textual reference only.

* * *

The Board of Directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares of our common stock they represent in accordance with their own judgment on such matters.

It is important that your shares of our common stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as instructed on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

APPENDIX A

BEYOND AIR, INC.

Seventh AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN

(effective November 22, 2024, subject to stockholder approval)

1. Purpose; Eligibility.

1.1 General Purpose. This Beyond Air, Inc. Seventh Amended and Restated 2013 Equity Incentive Plan (the “Plan”) is hereby established by Beyond Air, Inc., a Delaware corporation (the “Company”), which amends and restates the Sixth Amended and Restated Beyond Air, Inc. 2013 Equity Incentive Plan. The purposes of the Plan are to (a) enable the Company and any Affiliate to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company’s long range success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of the shareholders of the Company; and (c) promote the success of the Company’s business.

1.2 Eligible Award Recipients. The persons eligible to receive Awards are the Employees, Consultants and Directors of the Company and its Affiliates and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants and Directors after the receipt of Awards.

1.3 Available Awards. Awards that may be granted under the Plan include: (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards, (e) Performance Share Awards, (f) Cash Awards, and (g) Other Equity-Based Awards.

2. Definitions.

“Affiliate” means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control with, the Company.

“Applicable Laws” means the requirements related to or implicated by the administration of the Plan under applicable state corporate law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of Common Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.

“Award” means any right granted under the Plan, including an Incentive Stock Option, a Non-qualified Stock Option, a Stock Appreciation Right, a Restricted Award, a Performance Share Award, a Cash Award, or an Other Equity-Based Award.

“Award Agreement” means a written agreement, contract, certificate or other instrument or document evidencing the terms and conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically to any Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular Person, such Person shall be deemed to have beneficial ownership of all securities that such Person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board” means the Board of Directors of the Company, as constituted at any time.

“Cash Award” means an Award denominated in cash that is granted under Section 7.4 of the Plan.

“Cause” means:

With respect to any Employee or Consultant, unless the applicable Award Agreement states otherwise:

(a) If the Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or

(b) If no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; (ii) conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company or any of its Affiliates; (iii) gross negligence or willful misconduct with respect to the Company or an Affiliate; or (iv) material violation of state or federal securities laws.

With respect to any Director, unless the applicable Award Agreement states otherwise, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following:

(a) malfeasance in office;

(b) gross misconduct or neglect;

(c) false or fraudulent misrepresentation inducing the director’s appointment;

(d) willful conversion of corporate funds; or

(e) repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance.

The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

“Change in Control”

(a) The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole, to any Person that is not a subsidiary of the Company;

(b) The Incumbent Directors cease for any reason to constitute at least a majority of the Board;

(c) The date which is 10 business days prior to the consummation of a complete liquidation or dissolution of the Company;

(d) The acquisition by any Person of Beneficial Ownership of 50% or more (on a fully diluted basis) of either (i) the then outstanding shares of Common Stock of the Company, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company or any Affiliate, (B) any acquisition by any employee benefit plan sponsored or maintained by the Company or any subsidiary, (C) any acquisition which complies with clauses, (i), (ii) and (iii) of subsection (e) of this definition or (D) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the Participant); or

(e) The consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (i) more than 50% of the total voting power of (A) the entity resulting from such Business Combination (the “Surviving Company”), or (B) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company (the “Parent Company”), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination; (ii) no Person (other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the Beneficial Owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect members of the board of directors of the Parent Company (or the analogous governing body) (or, if there is no Parent Company, the Surviving Company); and (iii) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination.

“Code” means the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.

“Committee” means a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with Section 3.3 and Section 3.4.

“Common Stock” means the common stock, $0.0001 par value per share, of the Company, or such other securities of the Company as may be designated by the Committee from time to time in substitution thereof.

“Company” means Beyond Air, Inc. a Delaware corporation, and any successor thereto.

“Consultant” means any individual or entity which performs bona fide services to the Company or an Affiliate, other than as an Employee or Director, and who may be offered securities registerable pursuant to a registration statement on Form S-8 under the Securities Act.

“Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Consultant or Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service; provided further that if any Award is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change in status from an Employee of the Company to a Director of an Affiliate will not constitute an interruption of Continuous Service. The Committee or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence. The Committee or its delegate, in its sole discretion, may determine whether a Company transaction, such as a sale or spin-off of a division or subsidiary that employs a Participant, shall be deemed to result in a termination of Continuous Service for purposes of affected Awards, and such decision shall be final, conclusive and binding.

“Deferred Stock Units (DSUs)” has the meaning set forth in Section 7.2 hereof.

“Director” means a member of the Board.

“Disability” means, unless the applicable Award Agreement says otherwise, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment; provided, however, for purposes of determining the term of an Incentive Stock Option pursuant to Section 6.10 hereof, the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an individual has a Disability shall be determined under procedures established by the Committee. Except in situations where the Committee is determining Disability for purposes of the term of an Incentive Stock Option pursuant to Section 6.10 hereof within the meaning of Section 22(e)(3) of the Code, the Committee may rely on any determination that a Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate in which a Participant participates.

“Disqualifying Disposition” has the meaning set forth in Section 14.12.

“Effective Date” shall mean the date that the Company’s shareholders approve this Plan if such shareholder approval occurs before the first anniversary of the date the Plan is adopted by the Board.

“Employee” means any person, including an Officer or Director, employed by the Company or an Affiliate; provided, that, for purposes of determining eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or subsidiary corporation within the meaning of Section 424 of the Code. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed on any established stock exchange or a national market system, including without limitation, the New York Stock Exchange or the NASDAQ Stock Market, the Fair Market Value shall be the closing price of a share of Common Stock (or if no sales were reported the closing price on the date immediately preceding such date) as quoted on such exchange or system on the day of determination, as reported in the Wall Street Journal. In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons.

“Fiscal Year” means the Company’s fiscal year.

“Free Standing Rights” has the meaning set forth in Section 7.1(a).

“Good Reason” means, unless the applicable Award Agreement states otherwise:

(a) If an Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Good Reason, the definition contained therein; or