Sec Form 4 Filing - Lisi Steven A. @ Beyond Air, Inc. - 2024-09-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lisi Steven A. 2. Issuer Name and Ticker or Trading Symbol Beyond Air, Inc. [ XAIR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman of the Board (Last) (First) (Middle) C/O BEYOND AIR, INC., 900 STEWART AVENUE, SUITE 301 3. Date of Earliest Transaction (MM/DD/YY) 09/26/2024 (Street) GARDEN CITY, NY11530 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/26/2024 09/26/2024 P( 1 ) 1,476,626 A $ 0.5043 3,249,411 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Pre-funded Warrants to purchase Common Stock $ 0.0001 09/26/2024 09/26/2024 P( 1 ) 506,321 ( 2 ) ( 2 ) Common Stock 506,321 ( 3 ) 506,321 D Warrants to purchase Common Stock $ 0.3793 09/26/2024 09/26/2024 P( 1 ) 1,982,947 ( 4 ) ( 4 ) Common Stock 1,982,947 ( 5 ) 1,982,947 D Warrants to purchase Common Stock $ 0.3793 09/27/2024 09/27/2024 J( 6 ) 3,295,544 ( 7 ) ( 7 ) Common Stock 3,295,544 ( 6 ) 3,295,544 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lisi Steven A. C/O BEYOND AIR, INC. 900 STEWART AVENUE, SUITE 301 GARDEN CITY, NY11530 X CEO and Chairman of the Board Signatures /s/ Steven A. Lisi 10/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a Securities Purchase Agreement (the "Agreement"), dated as of September 26, 2024, by and between Beyond Air, Inc. (the "Issuer") and Steven Lisi (the "Reporting Person"), the Reporting Person acquired in a private placement transaction 1,476,626 shares of common stock, $0.0001 par value per share (the "Common Stock"), pre-funded warrants to acquire 506,321 shares of Common Stock at an exercise price of $0.0001 per share, and common warrants to acquire 1,982,947 shares of Common Stock at an exercise price of $0.3793 per share. ( 2 )The pre-funded warrants will be exercisable on or after the date on which the Company obtains stockholder approval (the "Initial Exercise Date"), as further described in the Agreement and in the Issuer's Current Report on Form 8-K filed with the SEC on September 27, 2024, and shall expire when exercised in full. ( 3 )Each pre-funded warrant was purchased with an accompanying warrant for a purchase price of $0.5042 per pre-funded warrant and accompanying warrant. ( 4 )The common warrants are exercisable on or after the Initial Exercise Date and will have a term that expires five years following the Initial Exercise Date. ( 5 )Each common share was purchased with an accompanying warrant for a purchase price of $0.5043 per share and accompanying warrant. ( 6 )Pursuant to a binding term sheet dated as of September 27, 2024 in connection with a loan to the Issuer of $2,500,000, the Reporting Person acquired warrants to purchase up to 3,295,544 shares of Common Stock. ( 7 )The warrants issuable will be exercisable on or after the Initial Exercise Date and will expire five years following such date they are exercisable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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