This is a distressed financing for a micro-cap biotech with no disclosed revenue or near-term catalysts. The ~$10.2M raise at a $4M market cap implies extreme dilution (potentially >250% of current shares). The Series B warrants at $5.51 add further overhang. Traders should expect significant downward pressure on XAIR as the market prices in the dilution and the registration statement allows resale.
Price Chart
Executive Summary
Beyond Air is raising approximately $10.2M through a registered direct offering/PIPE, selling common stock, pre-funded warrants, and Series A/B warrants at $5.66-$5.76/share, with a 5-year Series B warrant exercise price of $5.51. The company has a $4M market cap, making this a highly dilutive capital raise that signals acute cash needs. The filing also includes a registration rights agreement for resale of the underlying shares, which will add further overhang once effective. The combination of massive dilution, a tiny market cap, and no positive operational news makes this strongly bearish.
Key Financial Metrics
Key Facts
- Company is raising up to $10,224,831 in a PIPE/registered direct offering.
- Offering includes common stock, pre-funded warrants (exercise price $0.0001), Series A warrants, and Series B warrants (exercise price $5.51, 5-year term).
- Share price for institutional investors is $5.66; for directors/officers it is $5.76.
- Market cap is only ~$4M, making this a highly dilutive raise relative to current equity base.
- Placement agents are Cantor Fitzgerald, Citizens JMP, and Lake Street Capital Markets.
- Registration rights agreement requires filing a resale registration statement within 15 days of closing, with liquidated damages of 1%/month if delayed.
- The company has a 180-day lockup on variable-rate transactions after the registration statement effective date.
- No revenue, pipeline catalysts, or positive operational updates are disclosed in the filing.
Financial Impact
Up to $10.2M gross proceeds, but at a $4M market cap this represents a massive dilution of over 250% of current equity value, plus additional overhang from warrants exercisable at $5.51.
Risk Factors
- Extreme dilution from the offering (potentially >250% of current shares outstanding).
- Warrant overhang from Series A and B warrants exercisable at $5.51.
- Registration statement filing will enable resale of shares, adding further selling pressure.
- Micro-cap biotech with no disclosed revenue or pipeline catalysts; high risk of cash burn and further dilutive raises.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-035550 |
| Exhibit: ex10-2.htm | 0001493152-26-035550 |
| Exhibit: ex4-3.htm | 0001493152-26-035550 |
| Exhibit: ex4-1.htm | 0001493152-26-035550 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 5d ago | SC 13G/A | $2.34 | awaiting T+60 | — | $2.14 (−8.55%) |
Oct 8, 2026 18d ago | 8-K | $2.31 | awaiting T+60 | — | $2.14 (−7.36%) |
Sep 24, 2026 4w ago | 8-K | $2.85 | awaiting T+60 | — | $2.14 (−24.91%) |
Aug 25, 2026 8w ago | EFFECT | $4.98 | awaiting T+60 | — | $2.14 (+57.03%) |
Jul 31, 2026 12w ago | Insider Cluster | $6.33 | awaiting T+60 | — | $2.14 (−66.19%) |
Jul 31, 2026 12w ago | 8-K | $5.28 $2.14 | ▲ +59.43% | ▲ +61.89% | $2.14 (+59.43%) |
Jul 2, 2026 16w ago | Court Ruling | $0.4390 $0.1415 | ▲ +67.77% | ▲ +69.49% | $2.14 (−387.47%) |
Jun 26, 2026 17w ago | 8-K | $0.4646 $0.1505 | ▼ −67.61% | ▼ −71.22% | $2.14 (+360.61%) |
Jun 22, 2026 18w ago | 8-K | $0.4680 $0.1540 | ▼ −67.09% | ▼ −71.05% | $2.14 (+357.26%) |
Apr 20, 2026 27w ago | Press Release | $10.90 $5.55 | ▼ −49.08% | ▼ −55.28% | $2.14 (−80.37%) |
US Market Status
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