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 June 30, 2025

☐ 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 August 11, 2025, there were 5,226,213 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 JUNE 30, 2025

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	23

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	33

ITEM 4. Controls and Procedures	33

PART II OTHER INFORMATION	34

ITEM 1. Legal Proceedings	34

ITEM 1A. Risk Factors	34

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	34

ITEM 3. Defaults Upon Senior Securities	34

ITEM 4. Mine Safety Disclosures	34

ITEM 5. Other Information	34

ITEM 6. Exhibits	35

SIGNATURES	36

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 and Comprehensive Loss	5

Condensed Consolidated Statements of Changes in Stockholders’ Equity	6

Condensed Consolidated Statements of Cash Flows	8

Notes to Condensed Consolidated Financial Statements	9– 22

BEYOND AIR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	June 30, 2025			March 31, 2025
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	4,976		$	4,665
Marketable securities		1,487			2,252
Restricted cash		163			231
Accounts receivable, net		804			710
Inventory, net		2,433			2,417
Other current assets and prepaid expenses		5,126			5,743
Total current assets		14,989			16,018

Licensed right to use technology		1,171			1,222
Right-of-use lease assets		1,654			1,706
Property and equipment, net		10,188			11,013
Other assets		112			103
TOTAL ASSETS	$	28,114		$	30,062

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,242		$	1,950
Accrued expenses and other current liabilities		2,737			2,045
Operating lease liability, current portion		414			396
Loans payable, current portion		233			609
Total current liabilities		4,626			5,000

Operating lease liability, net		1,419			1,486
Long-term debt, net		9,621			9,197
Warrant liability		21			38
Other long-term liabilities		2,019			-
Total liabilities		17,706			15,721

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: 500,000,000 shares authorized, 4,693,284 and 4,128,539 shares issued and outstanding as of June 30, 2025 and March 31, 2025, respectively (1)		-			-
Treasury stock		(25	)		(25	)
Additional paid-in capital		303,898			299,990
Accumulated deficit		(294,013	)		(286,322	)
Accumulated other comprehensive income (loss)		67			(60	)
Total stockholders’ equity attributable to Beyond Air, Inc		9,927			13,583
Non-controlling interest		481			758
Total stockholders’ equity		10,408			14,341
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	28,114		$	30,062

(1)	Prior period results have been adjusted to reflect the one-for-twenty stock split in July 2025. See Note 1, Organization and Business for details.

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

BEYOND AIR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share data)

(UNAUDITED)

	2025			2024
	For the Three Months Ended
	June 30,
	2025			2024

Revenues	$	1,760		$	683

Cost of revenues		(1,604	)		(1,016	)

Gross profit/(loss)		156			(332	)

Operating expenses:

Research and development		(3,086	)		(6,009	)
Selling, general and administrative		(4,687	)		(7,239	)
Total operating expenses		(7,773	)		(13,247	)

Loss from operations		(7,617	)		(13,580	)

Other income (expense):
Dividend and interest income		28			361
Interest and finance expense		(548	)		(964	)
Change in fair value of warrant liability		17			219
Change in fair value of derivative liability		-			1,058
Foreign exchange loss		(41	)		(146	)
Loss on disposal of fixed assets		(11	)		-
Other income/(expense)		94			(2	)
Total other income/(expense)		(461	)		525

Loss before income taxes		(8,078	)		(13,055	)

Provision for income taxes		-			-

Net loss	$	(8,078	)	$	(13,055	)

Less: net loss attributable to non-controlling interest		(387	)		(854	)

Net loss attributable to Beyond Air, Inc.	$	(7,691	)	$	(12,201	)

Other comprehensive income, net of tax
Foreign currency translation gain		127			103

Comprehensive loss attributable to Beyond Air, Inc.	$	(7,564	)	$	(12,098	)

Net basic and diluted loss per share attributable to Beyond Air, Inc. (1)	$	(1.53	)	$	(5.32	)

Weighted average number of shares of common stock outstanding - basic and diluted (1)		5,014,923			2,295,042

(1)	Prior period results have been adjusted to reflect the one-for-twenty stock split in July 2025. See Note 1, Organization and Business for details.

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

BEYOND AIR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

FOR THE THREE MONTHS ENDED JUNE 30, 2025

(in thousands, except share data)

	Number		Amount (1)		Stock			Capital		Deficit			Income/(Loss)			Interest			Equity
	Common Stock (1)				Treasury			Additional Paid-in		Accumulated			Accumulated Other Comprehensive (loss)			Non- Controlling			Total
	Number		Amount		Stock			Capital		Deficit			Income			Interest			Equity
Balance as of April 1, 2025		4,128,539	$	-	$	(25	)	$	299,990	$	(286,322	)	$	(60	)	$	758		$	14,341
Issuance of common stock – At The Market equity offering		564,699		-		-			2,441		-			-			-			2,441
Issuance of common stock - 2025 Reverse Stock Split rounding		46		-		-			-		-			-			-			-
Stock-based compensation		-		-		-			1,467		-			-			110			1,577
Other comprehensive income		-		-		-			-		-			127			-			127
Net loss		-		-		-			-		(7,691	)		-			(387	)		(8,078	)
Balance as of June 30, 2025		4,693,284	$	-	$	(25	)	$	303,898	$	(294,013	)	$	67		$	481		$	10,408

(1)	Prior period results have been adjusted to reflect the one-for-twenty stock split in July 2025. See Note 1, Organization and Business for details.

BEYOND AIR, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

FOR THE THREE MONTHS ENDED JUNE 30, 2024

(in thousands, except share data)

Common Stock (1)

Treasury

Additional

Paid-in

Accumulated

Accumulated

Other

Comprehensive (loss)

Non-Controlling

Total

Number

Amount

Stock

Capital

Deficit

Income

Interest

SEC Form 10-Q filed by Beyond Air Inc.