Beyond Air, Inc.

8-K · form8-k.htm

0001641631

 2026-05-28
 2026-05-28

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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

  

 FORM
 8-K

  

 CURRENT
REPORT

 Pursuant
to Section 13 or 15(d) of the

 Securities
Exchange Act of 1934

  

 Date
of report (Date of earliest event reported): May 28, 2026

  

 Beyond
Air, Inc.

 (Exact
Name of Registrant as Specified in Charter)

  

 Delaware
  
 001-38892
  
 47-3812456

 (State
 or Other Jurisdiction

 of
 Incorporation)

  
 (Commission

 File
 Number)

  
 (I.R.S.
 Employer

 Identification
 No.)

  

 900
Stewart Avenue , Suite 301

 Garden
City , NY 11530

 (Address
of Principal Executive Offices and Zip Code)

  

 (516)
 665-8200

 Registrant’s
Telephone Number, Including Area Code

  

  

 (Former
Name or Former Address, if Changed Since Last Report)

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):

  

 ☐
 Written
 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

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

  
  

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

  

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

  

 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 Common
 Stock, par value $.0001 per share
  
 XAIR
  
 The
 Nasdaq Stock Market LLC

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

  

 Emerging
growth company ☐

  

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

  

 Item
8.01 Other Events

  

 On
May 28, 2026, Beyond Air, Inc. (the “Company”) received a decision letter from the Nasdaq Hearings Panel (the “Panel”)
granting the Company’s request for continued listing on The Nasdaq Stock Market LLC (“Nasdaq”), subject to certain
conditions. The Panel’s decision was issued following a hearing held on May 14, 2026, at which the Company presented its compliance
plan to address its non-compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).

  

 Pursuant
to the Panel’s decision, the Company must demonstrate compliance with the Bid Price Rule on or before July 31, 2026. In addition,
pursuant to Nasdaq Listing Rule 5815(d)(4)(A), the Company will be subject to a Discretionary Panel Monitor for a period of one year
from the date the Company regains compliance with the Bid Price Rule. If the Panel or Nasdaq’s Listing Qualifications Department
(the “Listing Qualifications Department”) determines that the Company fails any listing standard during the one-year monitoring
period, then the Company will not be permitted to provide a plan of compliance with respect to any deficiency that arises during the
one-year monitoring period. Rather, the Listing Qualifications Department will promptly issue a written determination to delist the Company’s
securities (the “Staff Delisting Determination”). If the Company does not request review of the Staff Delisting Determination
then the Company’s common stock will be suspended as described in the Staff Delisting Determination.

  

 On
June 1, 2026, the Company issued a press release announcing the Panel’s decision regarding its continued listing on Nasdaq. A copy
of the press release is attached and incorporated by reference herein as Exhibit 99.1

  

 Item 9.01
Financial Statements and Exhibits.

  

 (d)
Exhibits

  

 Exhibit

 Number
  
 Description

  
  

 99.1
  
 Beyond Air, Inc. Press Release, dated June 1, 2026.

 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document).

  

  

  

  

 SIGNATURES

  

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

  

  
 BEYOND
 AIR, Inc.

  
  

 Date:
 June 1, 2026
 By:
 /s/
 Daniel Moorhead

  
 Name:
 Daniel
 Moorhead

  
 Title:
 Chief
 Financial Officer