{"url_path":"/sec/xair/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**","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":765,"has_tables":true,"body_markdown":"**ITEM\n13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**\n\n \n\n**Transactions\nwith Related Persons**\n\n \n\nUnder\nSEC rules, related-party transactions are those transactions to which we are or may be a party in which the amount involved exceeds the\nlesser of $120 thousand or 1% of the average of total assets at year-end for the last two completed fiscal years, and in which any of\nour directors or executive officers or any other related person had or will have a direct or indirect material interest, excluding, among\nother things, compensation arrangements with respect to employment and Board of Directors membership. Our audit committee could approve\na related-party transaction if it determines that the transaction is in our best interests. Our directors are required to disclose to\nthis committee or the full Board of Directors any potential conflict of interest, or personal interest in a transaction that our Board\nof Directors is considering. Our executive officers are required to disclose any related-party transaction to the audit committee. We\nalso poll our directors on an annual basis with respect to related-party transactions and their service as an officer or director of\nother entities. Any director involved in a related-party transaction that is being reviewed or approved must recuse himself or herself\nfrom participation in any related deliberation or decision. Whenever possible, the transaction should be approved in advance and if not\napproved in advance, must be submitted for ratification as promptly as practical.\n\n \n\nSince\nApril 1, 2023, there were no transactions to which we have been a party in which the amount involved exceeded or will exceed the lesser\nof $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and\nin which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or any members of their\nimmediate family, had or will have a direct or indirect material interest, other than the Term Sheet described below and compensation\narrangements that are described in the *“Executive Compensation”*, *“Director Compensation”* and “*Long\nTerm Debt”*sections of this Annual Report.\n\n \n\nOn\nSeptember 27, 2024, Beyond Air entered into a binding term sheet (“Term Sheet”) for a secured loan with certain lenders including\nits Chief Executive Officer Steven Lisi and director Robert Carey. The Term Sheet was approved by each of the Company’s independent\nand disinterested directors, and the Audit Committee following the receipt of a recommendation from an independent investment bank. The\nTerm Sheet provides for the following expected terms: (i) principal amount of $11,500,000; (ii) ten-year term; (iii) interest of 15%\nper annum of which 3% shall be payable in cash and 12% payable in kind through June 30, 2026 and thereafter all in cash; (iv) a royalty\ninterest of 8% of the Company’s net sales on a quarterly basis from July 2026 until the facility is repaid in full; and (v) the Company issued the lenders warrants to purchase shares of the Company’s\ncommon stock at an exercise price, adjusted for the 2025 Reverse Stock Split, of $7.59 per share. On November 3, 2025, the parties entered\ninto a waiver agreement pursuant to which the Loan Agreement lenders consented to the Company’s issuance of the Streeterville Note\nin exchange for reducing the exercise price from $7.59 per share to $1.95 per share.\n\n \n\nOn\nJune 2, 2025, the Company received $2.0 million of advanced financing from a related party, director Robert Carey who is also an existing\nlender under its Loan Agreement (“Additional Loans”). On November 3, 2025, the Company amended and restated the original\nLoan Agreement (as amended, the “Amended Loan Agreement”) to provide for and finalize the terms of the $2.0 million Additional\nLoans and the issuance of new five-year warrants to purchase up to 512,821 shares of the Company’s common stock (the “Supplemental\nWarrants”) with an exercise price of $1.95 per share and subject to the same terms and conditions applicable to the existing warrants\nissued under the original Loan and Security Agreement.\n\n \n\n**Director\nIndependence**\n\n \n\nOur\nBoard of Directors has determined that each of Erick Lucera, Yoori Lee, William Forbes and Robert F. Carey is independent within the\nmeaning of Rule 5605(a)(2) of the Nasdaq Listing Rules and the rules and regulations promulgated by the SEC. In making its independence\ndeterminations, the Board of Directors sought to identify and analyze all of the facts and circumstances related to any relationship\nbetween a director, his immediate family and the Company and our affiliates and did not rely on categorical standards other than those\ncontained in the Nasdaq rule referenced above."}