{"url_path":"/sec/xair/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1641631/0001493152-26-030287-index.html","accession_number":"0001493152-26-030287","cik":"0001641631","ticker":"XAIR","issuer_name":"Beyond Air, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1641631/0001493152-26-030287-index.html","primary_entity_key":"0001641631","primary_entity_name":"Beyond Air, Inc."},"word_count":1328,"has_tables":true,"body_markdown":"**ITEM\n12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**\n\n \n\nThe\ntable below sets forth information with respect to the beneficial ownership of our common stock by each person known by us to beneficially\nown more than 5.0% of any class of our voting securities together with:\n\n \n\n \n●\neach\nof our directors;\n\n \n \n  \n\n \n●\neach\nof our named executive officers; and\n\n \n \n \n\n \n●\nall\nof our directors and executive officers as a group.\n\n \n\nThe\npercentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial\nownership of securities. Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole\nvoting and sole investment power with respect to all shares beneficially owned. Percentage computations are based on 14,410,621 shares of our\ncommon stock outstanding as of June 23, 2026.\n\n \n\nUnder the terms of the warrants issued by us to each of Atlas Diversified\nMaster Fund, Ltd. (“ADMF”) and Robert Carey, they may not exercise a warrant to the extent such exercise would cause them,\ntogether with their affiliates and any other persons acting as a group with them or any of their affiliates, to have acquired a number\nof shares of Common Stock which would exceed 9.99%, excluding for purposes of such determination shares of Common Stock issuable upon\nexercise of warrants that have not been exercised. We refer to the foregoing limitations as the “Ownership Cap.” The share\nnumbers in the table below do not reflect the Ownership Cap, but the figures contained in the “Percentage of Outstanding Shares”\ncolumn reflect the Ownership Cap applicable to the relevant parties.\n\n \n\n90\n\n \n\n \n\nName and Address of Beneficial Owner (1) \n\n**Number of**\n\n**Shares (2)**\n  \n\n**Percentage of**\n\n**Outstanding**\n\n**Shares % (2)**\n \n\n5% Owners \n    \n   \n\nAtlas Diversified Master Fund, Ltd. \n 763,266(3) \n 5.19%\n\nNamed Executive Officers and Directors \n    \n   \n\nBob Goodman \n 2,938(4) \n * \n\nDr. William Forbes \n 9,957(5) \n * \n\nRobert F. Carey \n 1,450,962(6) \n 9.31%\n\nErick Lucera \n 11,994(7) \n * \n\nYoori Lee \n 10,197(8) \n * \n\nMichael Gaul \n 10,197(9) \n * \n\nDaniel Moorhead \n -  \n * \n\nAll executive officers and directors (7 persons) \n 1,517,831  \n 9.70%\n\n \n\n*\nLess\nthan one percent (1.0%).\n\n \n\n(1)\nThe\naddress of these persons, unless otherwise noted, is c/o Beyond Air, Inc., 900 Stewart Avenue, Suite 301 Garden City, New York, 11530.\n\n \n \n\n(2)\nShares\nof Common Stock beneficially owned and, except as limited by the Ownership Cap as discussed above, the respective percentages of\nbeneficial ownership of Common Stock includes for each person or entity shares issuable on the exercise of all options and warrants\nand the conversion of other convertible securities beneficially owned by such person or entity that are currently exercisable or\nwill become exercisable or convertible within 60 days following June 23, 2026. Such shares, however, are not included for the purpose\nof computing the percentage ownership of any other person.\n\n \n \n\n(3)\n\nBased\non our records and a Schedule 13G/A filed on May 15, 2026. Includes 150,384 pre-funded warrants and 148,721 warrants to purchase Common\nStock. By virtue of its position as the investment manager of ADMF, the direct holder of our securities, Balyasny Asset Management L.P.,\na Delaware limited partnership (“BAM”) may be deemed to exercise voting and investment power over our securities held by\nADMF and thus may be deemed to beneficially own such securities. By virtue of its position as the General Partner of BAM, BAM GP LLC,\na Delaware limited liability company (“BAM GP”) may be deemed to exercise voting and investment power over our securities\nheld directly by ADMF and thus may be deemed to beneficially own such securities. By virtue of its position as the Sole Member of BAM\nGP, Balyasny Asset Management Holdings LP, a Delaware limited partnership (“BAM Holdings”) may be deemed to exercise voting\nand investment power over our securities held directly by ADMF and thus may be deemed to beneficially own such securities. By virtue\nof its position as the General Partner of BAM Holdings, Dames GP LLC, a Delaware limited liability company (“Dames”) may\nbe deemed to exercise voting and investment power over our securities held directly by ADMF and thus may be deemed to beneficially own\nsuch securities. By virtue of his position as the Managing Member of Dames, Dmitry Balyasny may be deemed to exercise voting and investment\npower over our securities held directly by ADMF and thus may be deemed to beneficially own our securities.\n\n \n\nThe\nprincipal business address of each of BAM, BAM GP, BAM Holdings, Dames, and Mr. Balyasny is located at 444 West Lake Street, 50th Floor,\nChicago, IL 60606.\n\n \n \n\n(4)\nIncludes 938 vested options to purchase Common Stock.\n\n \n \n\n(5)\nIncludes 9,216 vested options to purchase Common Stock.\n\n \n \n\n(6)\nIncludes 25,317 pre-funded warrants, 1,136,422 warrants and 11,552 vested\noptions to purchase Common Stock.\n\n \n \n\n(7)\nIncludes 9,816 vested options to purchase Common Stock.\n\n \n \n\n(8)\nIncludes 9,568 vested options to purchase Common Stock.\n\n \n \n\n(9)\nIncludes 27,375 vested options to purchase Common Stock.\n\n \n\n91\n\n \n\n** **\n\n**Equity\nCompensation Plan Information**\n\n \n\nUntil\nJanuary 30, 2026, we maintained the Seventh Amended and Restated 2013 Beyond Air Equity Incentive Plan. As of January 30, 2026, we maintain\nthe Eighth Amended and Restated 2013 Beyond Air Equity Incentive Plan (the “2013 BA Plan”). The 2013 BA Plan provides for\nthe grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation\nrights, performance share awards, and other stock-based awards (collectively, the “stock awards”). Stock awards may be granted\nunder the 2013 BA Plan to our employees, directors and consultants, other than incentive stock options which may only be granted to employees\nof the Company. The maximum number of shares of common stock available for issuance under the 2013 BA Plan is 1,680,000 shares.\n\n \n\nOn\nNovember 4, 2025, the board of directors approved a one-time stock option repricing of 726,618 options (the “2026 Option Repricing”),\neffective November 4, 2025, in accordance with, and as permitted by, the Company’s 2013 BA Plan. Pursuant to the 2026 Option Repricing,\nall options granted pursuant to the 2013 BA Plan that were held by Company Board members, officers, and employees expected to continue\nproviding services to the Company were repriced, to the extent such options had an exercise price in excess of $1.95, the closing price\nper share of the Company’s common stock as reported on The Nasdaq Stock Market on November 3, 2025. All such options were repriced\nsuch that the exercise price per share was reduced to $1.95.\n\n \n\nThe\n2013 BA Plan is scheduled to terminate on August 13, 2028. No stock awards shall be granted pursuant to the 2013 BA Plan after such date\nbut awards theretofore granted may extend beyond that date. The Board may suspend or terminate the 2013 BA Plan at any earlier date.\nNo stock awards may be granted under the 2013 BA Plan while the Plan is suspended or after it is terminated.\n\n \n\nThe\nfollowing table summarizes the total number of outstanding options and shares available for other future issuances of options under the\n2013 BA Plan and the 2021 Employee Stock Purchase Plan as of March 31, 2026:\n\n \n\nPlan Category \n\n**Number of**\n\n**Shares**\n\n**to be Issued**\n\n**Upon**\n\n**Exercise of**\n\n**Outstanding**\n\n**Options,**\n\n**Warrants**\n\n**and Rights**\n  \n\n**Weighted-**\n\n**Average**\n\n**Exercise Price**\n\n**of**\n\n**Outstanding**\n\n**Options,**\n\n**Warrants**\n\n**and Rights**\n  \n\n**Number of**\n\n**Shares**\n\n**Remaining**\n\n**Available for**\n\n**Future Issuance**\n\n**Under the Equity**\n\n**Compensation**\n\n**Plan**\n\n**(Excluding**\n\n**Shares in First**\n\n**Column)**\n \n\nEquity compensation plans approved by stockholders (1) \n 625,543  \n$1.92  \n 931,776(3)\n\nEquity compensation plans not approved by stockholders (2) \n 131,206  \n$1.33  \n - \n\n \n\n**(**1)\nRepresents shares of common stock reserved for future issuance upon exercise of outstanding stock options under the 2013 BA Plan that\nwere approved by our stockholders.\n\n \n\n(2)\nRepresents shares of common stock issuable upon exercise of outstanding stock options under the 2013 BA Plan that were not approved by\nour stockholders including 73,750 options issued as inducement awards.\n\n \n\n(3)\nRepresents 894,276 shares of common stock available to be granted under the 2013 BA Plan and 37,500 shares of common stock reserved for\nfuture issuance under the 2021 Employee Stock Purchase Plan.\n\n \n\n92"}