UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

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)

 

 

 

Delaware   001-38892   47-3812456

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

825 East Gate Blvd., Suite 320

Garden City, NY 11530

(Address of Principal Executive Offices and Zip Code)

 

(516) 665-8200

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:

 

Title of

each class

 

Trading

Symbol(s)

 

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.

 

 

 

 

SIGNATURES

 

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