The proxy confirms management continuity with CEO Goodman and CFO Moorhead. The related-party loans to directors Carey and Lisi (totaling $14.6 million) and the 8% royalty on net sales to lenders are material financial obligations. Monitor the FDA PMA supplement decision for the second-generation LungFit PH system, which is the key binary catalyst for the stock.
Price Chart
Executive Summary
Beyond Air filed its definitive proxy statement for the December 10, 2026 annual meeting. The meeting includes the election of five director nominees (all incumbents), ratification of WithumSmith+Brown as auditor for the transition period, an advisory say-on-pay vote, and a proposal to adjourn if needed. The proxy discloses the departure of former CEO Steven Lisi with a $650,000 severance package and full vesting of all his unvested equity, and the appointment of Robert Goodman as CEO with a $650,000 base salary. The company also changed its fiscal year end from March 31 to December 31. The filing is largely routine governance, but the CEO transition and related-party loans to directors Carey and Lisi are notable.
Key Facts
- Annual meeting scheduled for December 10, 2026; record date October 12, 2026; 1,665,482 shares outstanding.
- Five director nominees: Robert F. Carey (Chairman), Robert S. Goodman (CEO), Dr. William Forbes, Yoori Lee, Erick J. Lucera. All are incumbents.
- Former CEO Steven Lisi resigned March 26, 2026; received $650,000 salary continuation over 12 months, COBRA premiums for 12 months, and full vesting of all unvested stock options and RSUs.
- Current CEO Robert Goodman's employment agreement provides $650,000 base salary, target bonus of 60% of base (0-150% range), and severance of 12 months base salary (24 months upon change in control).
- CFO Daniel Moorhead's base salary increased to $463,000 on September 23, 2026; granted inducement option for 3,500 shares at $15.80.
- Fiscal year changed from March 31 to December 31; transition period April 1, 2026 to December 31, 2026.
- Related-party loans: Company owed director Robert Carey $11.5 million (principal $9.5M + accrued interest $2M) and former CEO Steven Lisi $3.1 million (principal $2.5M + accrued interest $60k) as of June 30, 2026. No principal payments made.
- Chairman Robert Carey holds warrants to purchase 56,824 shares and pre-funded warrants for 1,266 shares; CEO Goodman holds warrants for 69,444 shares.
- 5% owners: Atlas Diversified Master Fund (Balyasny) holds 2,627,132 shares (9.99% cap); Lin Yi-Chien holds 148,000 shares (8.89%).
- Net loss for fiscal 2026 was $34.3 million, improved from $48.5 million in fiscal 2025.
- Total shareholder return: a $100 investment on March 31, 2023 was worth $0.51 at March 31, 2026.
- Audit fees paid to WithumSmith+Brown for fiscal 2026: $467,005.
- Option repricing on November 4, 2025 reduced exercise price of 36,331 options to $39.00 per share.
- Say-on-pay vote is advisory and non-binding; next say-on-pay vote expected in 2028.
Financial Impact
CEO transition costs: $650,000 severance to former CEO Lisi plus full equity acceleration. Related-party loans total $14.6 million outstanding to directors. Net loss improved to $34.3 million from $48.5 million.
Risk Factors
- Related-party loans to directors create potential conflicts of interest; $14.6 million owed with no principal payments made.
- 8% royalty on net sales to lenders reduces gross margin on LungFit PH revenue.
- Stock has experienced severe decline: $100 investment in March 2023 worth $0.51 by March 2026.
- Company has a history of net losses ($34.3 million in fiscal 2026).
- Option repricing in November 2025 may dilute shareholders if options are exercised.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001493152-26-049442 |
| Document: 0001493152-26-049442-index-headers.html | 0001493152-26-049442 |
| Document: 0001493152-26-049442-index.html | 0001493152-26-049442 |
| Document: 0001493152-26-049442.txt | 0001493152-26-049442 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 30, 2026 2d ago | DEFA14A | $2.39 | awaiting T+60 | awaiting T+60 | $2.24 (−6.28%) |
Oct 30, 2026 2d ago | DEF 14A | $2.39 | awaiting T+60 | awaiting T+60 | $2.24 (−6.28%) |
Oct 21, 2026 11d ago | SC 13G/A | $2.34 | awaiting T+60 | awaiting T+60 | $2.24 (−4.27%) |
Oct 8, 2026 24d ago | 8-K | $2.31 | awaiting T+60 | awaiting T+60 | $2.24 (−3.03%) |
Sep 24, 2026 5w ago | 8-K | $2.85 | awaiting T+60 | awaiting T+60 | $2.24 (−21.40%) |
Aug 25, 2026 9w ago | EFFECT | $4.98 | awaiting T+60 | awaiting T+60 | $2.24 (+55.02%) |
Jul 31, 2026 13w ago | Insider Cluster | $6.33 $2.17 | ▼ −65.67% | ▼ −67.45% | $2.24 (−64.61%) |
Jul 31, 2026 13w ago | 8-K | $5.28 $2.14 | ▲ +59.43% | ▲ +61.89% | $2.24 (+57.54%) |
Jul 2, 2026 17w ago | Court Ruling | $0.4390 $0.1415 | ▲ +67.77% | ▲ +69.49% | $2.24 (−410.25%) |
Jun 26, 2026 18w ago | 8-K | $0.4646 $0.1505 | ▼ −67.61% | ▼ −71.22% | $2.24 (+382.14%) |
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