SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Carey Robert

(Last)

(First)

(Middle)

C/O BEYOND AIR, INC.

900 STEWART AVENUE, SUITE 301

(Street)

GARDEN CITY

11530

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Beyond Air, Inc. [ XAIR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/26/2024	09/26/2024	P⁽¹⁾		1,476,626	A	$0.5043	1,476,626	I	The Carey 2020 Acelyrin Trust DTD 07/23/2020

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Pre-funded Warrants to purchase Common Stock	$0.0001	09/26/2024	09/26/2024	P⁽¹⁾		26,142		⁽²⁾	⁽²⁾	Common Stock	26,142	⁽³⁾	26,142	I	By: The Carey 2020 Acelyrin Trust DTD 07/23/2020
Pre-funded Warrants to purchase Common Stock	$0.0001	09/26/2024	09/26/2024	P⁽¹⁾		480,179		⁽²⁾	⁽²⁾	Common Stock	480,179	⁽³⁾	480,179	I	By: Robert F. Carey III Trust DTD 4/25/01
Warrants to purchase Common Stock	$0.3793	09/26/2024	09/26/2024	P⁽¹⁾		102,382		⁽⁴⁾	⁽⁴⁾	Common Stock	102,382	⁽⁵⁾	102,382	I	By: The Carey 2020 Acelyrin Trust DTD 07/23/2020
Warrants to purchase Common Stock	$0.3793	09/26/2024	09/26/2024	P⁽¹⁾		1,880,565		⁽⁴⁾	⁽⁴⁾	Common Stock	1,880,565	⁽⁵⁾	1,880,565	I	By: Robert F. Carey III Trust DTD 4/25/01
Warrants to purchase Common Stock	$0.3793	09/27/2024	09/27/2024	J⁽⁶⁾		9,886,633		⁽⁷⁾	⁽⁷⁾	Common Stock	9,886,633	⁽⁶⁾	9,886,633	I	By: BCR8V, LLC

Explanation of Responses:

1. Pursuant to a Securities Purchase Agreement (the "Agreement"), dated as of September 26, 2024, by and between Beyond Air, Inc. (the "Issuer") and Steven Lisi (the "Reporting Person"), the Reporting Person acquired in a private placement transaction 1,476,626 shares of common stock, $0.0001 par value per share (the "Common Stock"), pre-funded warrants to acquire 506,321 shares of Common Stock at an exercise price of $0.0001 per share, and common warrants to acquire 1,982,947 shares of Common Stock at an exercise price of $0.3793 per share.

2. The pre-funded warrants will be exercisable on or after the date on which the Company obtains stockholder approval (the "Initial Exercise Date"), as further described in the Agreement and in the Issuer's Current Report on Form 8-K filed with the SEC on September 27, 2024, and shall expire when exercised in full.

3. Each pre-funded warrant was purchased with an accompanying warrant for a purchase price of $0.5042 per pre-funded warrant and accompanying warrant.

4. The common warrants are exercisable on or after the Initial Exercise Date and will have a term that expires five years following the Initial Exercise Date.

5. Each common share was purchased with an accompanying warrant for a purchase price of $0.5043 per share and accompanying warrant.

6. Pursuant to a binding term sheet dated as of September 27, 2024, and in connection with a loan to the Issuer of $7,500,000, the Reporting Person acquired warrants to purchase up to 9,886,633 shares of Common Stock.

7. The warrants issuable will be exercisable on or after the Initial Exercise Date and will expire five years following such date they are exercisable.

	/s/ Robert Carey	10/01/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Director Carey Robert bought $744,662 worth of shares (1,476,626 units at $0.50) (SEC Form 4)