Beyond Air announces $20.6 million private placement at market price under Nasdaq rules

Out of Air

– The financing strengthens the balance sheet and is expected to provide sufficient cash flow through June 2026 –

– Avenue Capital’s $17.5 million debt write-off, aided by $11.5 million in new debt from an insider-led group; eliminates $12 million in scheduled debt payments through June 2026 –

– Avenue Capital, existing insiders and a select group of health care-focused investment funds participated in the stock offering –

GARDEN CITY, New York, Sept. 27, 2024 (GLOBE NEWSWIRE) — Beyond Air, Inc. (NASDAQ: securities with certain institutional and accredited investors, as well as Company insiders.

“We have strengthened our balance sheet, eliminated debt repayments through mid-2026 and expanded our cash base, allowing us to continue the momentum of our recent commercial efforts for LungFit PH. We are extremely pleased to add multiple institutional healthcare funds as investment partners who share our vision for the future of LungFit PH,” commented Steve Lisi, president and CEO of Beyond Air.

$20.6 million private placement offer
Pursuant to the terms of the securities purchase agreement, the investors have agreed to purchase, in a private placement, 40,392,155 shares of the Company’s common stock (or substituted pre-funded warrants), together with the accompanying warrants to purchase up to 40,392,156 shares of the Company’s common stock, at a purchase price of 0. $51 per share of common stock (or $0.5099 per pre-funded warrant instead) and an accompanying warrant in a private placement priced at market in accordance with Nasdaq exchange rules.

The pre-financed warrants and warrants will be exercisable upon shareholder approval. The pre-funded warrants will be exercisable at a price of $0.0001 per share until fully exercised. The warrants will have an exercise price of $0.38 per share and will have a term of five years commencing upon shareholder approval.

The Company’s gross proceeds from this offering are expected to be approximately $20.6 million before deducting real estate brokerage fees and other offering expenses payable by the Company. Insiders contributed $2 million to the offering. The Company intends to use the net proceeds from this offering for working capital purposes. The private placement offering is expected to close on or about September 30, 2024, subject to the satisfaction of certain closing conditions.

BTIG, LLC acted as lead placing agent and Laidlaw & Company (UK) Ltd., JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as co-placement agents for the offering.

Avenue Capital’s $17.5 Million Term Loan Retirement
Beyond Air and Avenue Capital have reached an agreement to repay Avenue Capital’s secured long-term loan for a lump sum payment of $17.85 million. This agreement eliminates debt and interest payments that would have been made to Avenue Capital from October 1, 2024 to June 30, 2026 in the amount of $12 million. Additionally, Avenue Capital is investing $3.35 million in Beyond Air as part of a private equity offering.

Loan agreement for $11.5 million
The Company entered into an $11.5 million royalty financing agreement led by certain Beyond Air executives based on net sales of LungFit PH. This debt will bear interest in the form of a payment in kind (PIK) of 15% until July 2026. Interest and principal payments will begin in July 2026 and will be based on an 8% royalty rate on sales of LungFit PH. Payments will continue until the principal and accrued interest are paid.

Information about the private placement offer
The offering and sale of the foregoing securities are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be re-offered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Pursuant to the agreement with investors, the Company must, within 30 calendar days, file with the Securities and Exchange Commission a pre-registration statement covering the resale of common stock and the shares underlying the pre-funded warrants and warrants and use its best efforts to have the registration statement deemed effective. as soon as possible and in any event no later than 105 days from today in the event of a “full review” by the Securities and Exchange Commission.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Beyond Air®, Inc.
Beyond Air is a commercial medical device and biopharmaceutical company dedicated to harnessing the power of endogenous and exogenous nitric oxide (NO) to improve the lives of patients suffering from respiratory diseases, neurological disorders and solid tumors. The company has received FDA approval for its first system, LungFit® PH, for the treatment of full-term neonates and neonates with hypoxic respiratory failure. Beyond Air is currently advancing its other revolutionary LungFit systems in clinical trials for the treatment of severe lung infections such as viral pneumonia (including COVID-19) and non-tuberculous mycobacteria (NTM), among others. The company has also entered into cooperation with the Hebrew University of Jerusalem to implement a preclinical program dedicated to the treatment of autism spectrum disorders (ASD) and other neurological disorders. Additionally, Beyond Cancer, Ltd., a subsidiary of Beyond Air, is investigating ultrahigh concentrations of NO with a proprietary delivery system targeting specific solid tumors in a preclinical setting. More information can be found on the website www.beyondair.net.

Forward-Looking Statements
This press release contains “forward-looking statements” (within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended). These forward-looking statements can be identified by the words “appears”, “expects”, “plans”, “anticipates”, “believes”, “expects”, “intends”, “appears”, “projects”, “goal”, “assumes”, “goals” and similar expressions and/or the use of future tense or conditional constructions (such as “will”, “may”, “could”, “should” and the like) and the fact that these statements do not refer strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements address matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from any future results expressed or implied by the forward-looking statements. These forward-looking statements are only predictions and reflect views as of the date they are made regarding future events and financial performance. Many factors could cause actual performance or results to differ materially from those anticipated in the forward-looking statements, including those related to the completion of the offering, risks associated with the ability to obtain additional capital; the timing and results of future preclinical and clinical studies; the potential that regulatory authorities, including the FDA and comparable non-U.S. regulatory authorities, may not grant or delay approval of our product candidates; approaches to drug discovery and development that are unproven and may never result in effective or marketable products; the ability to finance and perform further preclinical and clinical studies of our product candidates; acquiring, maintaining and protecting intellectual property used by products; obtaining regulatory approvals for products; competition from others using similar technology and others developing products for similar applications; dependence on co-workers; and other risks that may be identified and described in part in the “Risk Factors” section of Beyond Air’s most recent Annual Report on Form 10-K and other documents filed with the Securities and Exchange Commission, all of which are available on Beyond Air’s website. Beyond Air undertakes no obligation, and does not have a policy to update or revise, these forward-looking statements, except as required by applicable law.

COMMUNICATION:
Investor relations contacts

Dr. Corey Davis
LifeSci Advisors, LLC
[email protected]
(212) 915-2577