SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 26, 2021
Beyond Air, Inc.
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
825 East Gate Blvd., Suite 320
Garden City, NY 11530
(Address of Principal Executive Offices and Zip Code)
Registrant’s Telephone Number, Including Area Code
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|[ ]||Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|[ ]||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
on which registered
|Common Stock, par value $.0001 per share||XAIR||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. [ ]
Item 1.01. Entry into a Material Definitive Agreement.
On May 26, 2021, Beyond Air, Inc. (the “Company”) entered into a settlement agreement (the “Settlement Agreement”) with Circassia Group plc (“Circassia”), a former LungFit® PH commercial licensee. Under the terms of the Settlement Agreement, the Company retains United States and China commercialization rights to LungFit® PH in exchange for returning $10.5 million in upfront and milestone payments received by the Company in 2019, over a two-year period commencing after the LungFit® PH receives United States Food and Drug Administration approval. Beginning in year three post-approval, Circassia will receive a quarterly royalty payment equal to 5% of LungFit® net sales in the United States, which will terminate once the aggregate payment reaches $6.0 million. The Company now holds full global rights to LungFit® PH.
The foregoing summary of the Settlement Agreement is qualified in its entirety by reference to the text of such agreement, which the Company expects to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2021.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|BEYOND AIR, Inc.|
|Date: May 26, 2021||By:||/s/ Steven A. Lisi|
|Name:||Steven A. Lisi|
|Title||Chief Executive Officer|