Beyond Air, Inc. Urges Stockholders to Vote "FOR" All Proposals Ahead of the Upcoming Special Meeting
Special Meeting of Stockholders Scheduled for June 18, 2026 at 4:30 p.m. Eastern Time
Proxies have been mailed to stockholders of record as of the close of business on April 20, 2026; contact information is included below to request additional copies
GARDEN CITY, N.Y., June 10, 2026 (GLOBE NEWSWIRE) -- Beyond Air, Inc. (NASDAQ:XAIR) ("Beyond Air" or the "Company") today reminded stockholders of record to submit their votes ahead of the Company's upcoming Special Meeting of Stockholders (the "Special Meeting"), scheduled for Thursday, June 18, 2026 at 4:30 p.m. Eastern Time. The Special Meeting will be held in person at the Company's offices located at 900 Stewart Avenue, Suite 301, Garden City, New York, 11530.
The Board of Directors of Beyond Air unanimously recommends that stockholders vote "FOR" all proposals at the Special Meeting. YOUR VOTE IS IMPORTANT, regardless of the number of shares you own.
Why This Vote Is Critical
On April 7, 2026, Beyond Air received a written notification from the Nasdaq Listing Qualifications Department stating that the Company no longer satisfies the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market, based on the closing bid price of its Common Stock for 30 consecutive business days. As a result, Beyond Air's Common Stock is at risk of being delisted from Nasdaq unless the Company takes corrective action.
The approval of Proposal 1 would authorize the Board to effect a reverse stock split at a ratio ranging from 1-for-2 to 1-for-20, which the Board believes is necessary to increase the per share price of Beyond Air's Common Stock above the $1.00 minimum threshold required for continued Nasdaq listing. If this proposal does not pass, the Company expects that its Common Stock will be subject to delisting proceedings from Nasdaq.
Maintaining the Company's Nasdaq listing is critically important for the following reasons:
- Continued access to capital markets, which is essential for Beyond Air to fund its ongoing clinical development programs and operations.
- Preservation of liquidity for stockholders, as delisted stocks trade less frequently and in smaller volumes, making it harder to buy or sell shares.
- Investor eligibility requirements, as many institutional investors are prohibited from holding stocks that are not listed on a national securities exchange.
- Delisting could trigger an obligation to seek an in-court or out-of-court restructuring of the Company's liabilities, which would likely result in a total loss of investment for holders of Common Stock.
Statement from CEO Robert Goodman
"Approving the reverse stock split is a necessary and important step to protect the long-term interests of our stockholders and preserve Beyond Air's ability to remain listed on Nasdaq. Maintaining our listing is fundamental to our ability to access the capital markets, continue advancing our pipeline, and deliver on our mission of developing transformative therapies for patients. We urge all stockholders to make their voices heard by voting FOR all proposals before the June 18th deadline. Every vote counts and we appreciate the continued support of our stockholders."
Robert Goodman, Chief Executive Officer, Beyond Air, Inc.
Proposals to Be Voted Upon
Proposal 1 — Reverse Stock Split: To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to authorize the Board, at its discretion, to effect a reverse stock split of the Company's issued and outstanding shares of Common Stock at a ratio ranging from 1-for-2 to 1-for-20, with the exact ratio to be determined by the Board.
Proposal 2 — Adjournment Proposal: To approve a proposal to adjourn the Special Meeting to a later date, if necessary, to permit further solicitation of proxies in the event that there are insufficient votes to approve Proposal 1.
Questions or Voting Assistance
If you have any questions about the Special Meeting, require assistance voting your shares, or need additional copies of proxy materials, please contact Beyond Air's proxy solicitor:
Laurel Hill Advisory Group
Stockholders may call toll-free:
888.742.1305
Direct/International: 516.933.3100
Email: jdepinto@laurelhill.com
Stockholders of record as of the close of business on April 20, 2026 (the "Record Date") are entitled to vote. The deadline for voting by Internet or telephone is 11:59 p.m. Eastern Time on June 17, 2026. Stockholders may vote their shares by:
- By Internet: Visit www.proxyvote.com prior to 11:59 p.m. Eastern Time on June 17, 2026.
- By Telephone: Call toll-free 1-800-690-6903 prior to 11:59 p.m. Eastern Time on June 17, 2026.
- By Mail: Complete, sign, date and return the proxy card in the postage-paid envelope provided.
- In Person: Attend and vote at the Special Meeting on June 18, 2026 at 900 Stewart Avenue, Suite 301, Garden City, NY 11530.
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2. |
| Failure to vote FOR the Reverse Stock Split Proposal may result in the delisting of XAIR from the Nasdaq Capital Market. |
About Beyond Air, Inc.
Beyond Air, Inc. (NASDAQ:XAIR) is a clinical-stage biopharmaceutical and medical device company developing nitric oxide (NO) generators and delivery systems for the treatment of respiratory conditions and various other indications. Beyond Air's platform utilizes NO generated from ambient air to treat patients suffering from respiratory illnesses and is the foundation for treating a wide range of medical conditions.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future financial performance, including statements regarding the Special Meeting, the proposed reverse stock split and continued Nasdaq listing. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expected. Beyond Air does not undertake any obligation to publicly update or revise any forward-looking statement, except as required by law.
Additional Information and Where to Find It
Beyond Air has filed a definitive proxy statement and other relevant documents with the U.S. Securities and Exchange Commission (the "SEC") in connection with the Special Meeting. Stockholders are urged to read the proxy statement carefully and in its entirety. The proxy statement and other relevant documents can be obtained free of charge at the SEC's website at www.sec.gov or at www.proxyvote.com.
Investor Contact:
Beyond Air, Inc.
900 Stewart Avenue, Suite 301 | Garden City, NY 11530
Tel: (516) 665-8200
