UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to _________

Commission File Number: 001-38892

BEYOND AIR, INC.

(Exact name of registrant as specified in its charter)

Delaware		47-3812456
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

900 Stewart Avenue, Suite 301
Garden City, NY		11530
(Address of principal executive offices)		(Zip Code)

516-665-8200

(Registrant’s telephone number, including area code)

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

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Stock, par value $0.0001 per share		XAIR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐		Accelerated Filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 11, 2021, there were 26,640,039 shares of common stock, par value $0.0001 per share, outstanding.

BEYOND AIR, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q FILING

FOR THE PERIOD ENDED SEPTEMBER 30, 2021

Table of Contents

	Page

PART I FINANCIAL INFORMATION	3

ITEM 1. Condensed Consolidated Financial Statements (Unaudited)	3

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	30

ITEM 4. Controls and Procedures	30

PART II OTHER INFORMATION	31

ITEM 1. Legal proceedings	31

ITEM 1A. Risk Factors	31

ITEM 3. Unregistered Sales of Equity Securities and Use of Proceeds	31

ITEM 4. Mine Safety	31

ITEM 5. Other Information	31

ITEM 6. Exhibits	31

SIGNATURES	32

PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

INDEX

	Page

Condensed Consolidated Balance Sheets	4

Condensed Consolidated Statements of Operations	5

Condensed Consolidated Statements of Changes in Stockholders’ Equity	6

Condensed Consolidated Statements of Cash Flows	7

Notes to Condensed Consolidated Financial Statements	8 – 21

BEYOND AIR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share and per share data)

	September 30, 2021			March 31, 2021
		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	47,699		$	34,631
Restricted cash		1,047			637
Grant receivable		-			425
Other current assets and prepaid expenses		1,550			1,530
Total current assets		50,295			37,223
Licensed right to use technology		356			375
Right-of-use lease assets		1,769			1,861
Property and equipment, net		1,424			929
Other assets		211			138
TOTAL ASSETS	$	54,056		$	40,525

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	2,241		$	1,325
Accrued expenses		4,352			1,805
Operating lease liability		178			113
Loan payable		140			557
Total current liabilities		6,912			3,800

Long-term liabilities
Operating lease liability		1,684			1,789
Long-term debt, net		4,539			4,472
Total liabilities		13,134			10,061
Commitments and contingencies		-

Stockholders’ equity
Preferred Stock, $0.0001 par value per share: 10,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common Stock, $0.0001 par value per share: 100,000,000 shares authorized, 25,209,749 and 21,828,244 shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively		3			2
Treasury stock		(25	)		(25	)
Additional paid-in capital		136,840			110,948
Accumulated deficit		(95,897	)		(80,462	)
Total stockholders’ equity		40,921			30,464
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	54,056			40,525

The accompanying notes are an integral part of these condensed consolidated financial statements.

BEYOND AIR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except share and per share data)

(UNAUDITED)


	For the Three Months Ended						For the Six Months Ended
	September 30,						September 30,
	2021			2020			2021			2020

License revenues	$	-		$	350		$	-		$	579

Operating expenses:

Research and development		2,807			3,147			5,548			7,479
General and administrative		3,395			2,169			7,245			4,663
Operating expenses		6,201			5,316			12,793			12,142

Operating loss		(6,201	)		(4,967	)		(12,793	)		(11,563	)

Other income (loss)
Dividend and interest income		1			1			2			16
Interest expense		(161	)		(159	)		(323	)		(322	)
Foreign exchange loss		(0	)		(7	)		9			(6	)
Estimated Liability for Contingent Loss		(2,330	)		-			(2,330	)		2
Total other income (loss)		(2,490	)		(165	)		(2,642	)		(310	)

Net loss	$	(8,692	)	$	(5,132	)	$	(15,435	)	$	(11,874	)

Net basic and diluted loss per share	$	(0.36	)	$	(0.30	)	$	(0.67	)	$	(0.71	)

Weighted average number of shares of common stock used in computing basic and diluted net loss per share		24,165,965			17,120,801			23,061,667			16,826,712

The accompanying notes are an integral part of these condensed consolidated financial statements.

BEYOND AIR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2021

(amounts in thousands, except share data)

	Number		Amount		Stock			Capital		Deficit			Equity
								Additional					Total
	Common Stock				Treasury			Paid-in		Accumulated			Shareholders’
	Number		Amount		Stock			Capital		Deficit			Equity
Balance as of April 1, 2021		21,828,244	$	2	$	(25	)	$	110,948	$	(80,462	)	$	30,464
At the market stock issuance of common stock, net		1,239,405		0					7,481					7,482
Issuance of common stock upon exercise of warrants
Issuance of common stock upon exercise of warrants, shares
Issuance of common stock upon exercise of stock options
Issuance of common stock upon exercise of stock options, shares
Issuance of common stock pursuant to a Purchase Agreement, net		200,000		0		-			1,031					1,031
Stock-based compensation						-			1,216					1,216
Issuance of common stock to investor relations firm
Issuance of common stock to investor relations firm, shares
Net loss											(6,743	)		(6,743

SEC Form 10-Q filed by Beyond Air, Inc.