Beyond Air Announces $20.6 Million Private Placement Offering Priced At-the-Market Under Nasdaq Rules - Financing strengthens balance sheet and is expected to provide sufficient cash runway through June 2026 - - Retiring

Air Announces $20.6 Million Private Placement Offering Priced At-the-Market Under Nasdaq Rules

Financing strengthens balance sheet and is expected to provide sufficient cash runway through June 2026 -

Retiring $17.5 million in Avenue Capital debt, aided by $11.5 million in new debt from insider-led group; eliminates $12 million in scheduled

debt payments through June 2026 -

Avenue Capital, current insiders, and select group of healthcare-focused investment funds participated in the equity offering -

CITY, NY, September 27, 2024 - Beyond Air, Inc. (NASDAQ: XAIR) ("Beyond Air" or the "Company"), a commercial

stage medical device and biopharmaceutical company focused on harnessing the power of endogenous and exogenous nitric oxide (NO) to improve

the lives of patients, today announced that it has entered into a securities purchase agreement with certain institutional and accredited

investors, as well as Company insiders.

have strengthened our balance sheet, eliminated debt payments through mid-2026 and extended our cash runway, all of which allows us to

continue the momentum of our recent commercial efforts for LungFit PH. We are extremely pleased to add multiple healthcare-focused institutional

funds as investment partners who share our vision for the future for LungFit PH," commented Steve Lisi, Chairman and Chief Executive

Officer of Beyond Air.

million Private Placement Offering

the terms of the securities purchase agreement, the investors have agreed to purchase in a private placement offering 40,392,155 shares

of the Company's common stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to 40,392,156 shares

of common stock, at a purchase price of $0.51 per common share (or $0.5099 per pre-funded warrant in lieu thereof) and accompanying warrant

in a private placement priced at-the-market under the rules of the Nasdaq Stock Market.

pre-funded warrants and the warrants will be exercisable upon shareholder approval. The pre-funded warrants will be exercisable at a

price of $0.0001 per share until exercised in full. The warrants will have an exercise price of $0.38 per share and a term of five years

commencing upon shareholder approval.

gross proceeds to the Company from this offering are expected to be approximately $20.6 million before deducting the placement agent

fees and other offering expenses payable by the Company. Insiders have contributed $2 million to the offering. The Company intends to

use the net proceeds from this offering for working capital purposes. The private placement offering is expected to close on or about

September 30, 2024, subject to the satisfaction of certain closing conditions.

LLC acted as the lead placement agent, and each of Laidlaw & Company (UK) Ltd., JonesTrading Institutional Services LLC and Brookline

Capital Markets, a division of Arcadia Securities, LLC acted as co-placement agents for the offering.

$17.5 Million Term Loan with Avenue Capital

Air and Avenue Capital have reached an agreement to extinguish the Avenue Capital senior secured term loan for a one-time payment of

$17.85 million. This agreement eliminates the debt and interest payments that would have been made to Avenue Capital from October 1,

2024 through June 30, 2026 of $12 million. In addition, Avenue Capital is investing $3.35 million in Beyond Air through the private placement

Million Loan Agreement

Company entered into a $11.5 million royalty funding agreement led by certain Beyond Air board members based on net sales of LungFit

PH. This debt will carry a payment-in-kind (PIK) interest rate of 15% until July 2026. Payments for interest and principal will commence

in July 2026 and be determined based on an 8% royalty rate on sales of LungFit PH. Payments will continue until principal and accrued

interest are paid off.

the Private Placement Offering

offer and sale of the foregoing securities are being made in a transaction not involving a public offering and have not been registered

under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the

securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable

exemption from the registration requirements of the Securities Act and such applicable state securities laws.

an agreement with the investors, the Company is required to file an initial registration statement with the Securities and Exchange Commission

covering the resale of the shares of common stock and shares underlying the pre-funded warrants and warrants within 30 calendar days

and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event

no later than 105 days after today in the event of a "full review" by the Securities and Exchange Commission.

press release does not constitute an offer to sell or the solicitation of an offer to buy, nor are there any sales of these securities

in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of such jurisdiction.

Air is a commercial stage medical device and biopharmaceutical company dedicated to harnessing the power of endogenous and exogenous

nitric oxide (NO) to improve the lives of patients suffering from respiratory illnesses, neurological disorders, and solid tumors. The

Company has received FDA approval for its first system, LungFit PH, for the treatment of term and near-term neonates with hypoxic

respiratory failure. Beyond Air is currently advancing its other revolutionary LungFit systems in clinical trials for the treatment of

severe lung infections such as viral community-acquired pneumonia (including COVID-19), and nontuberculous mycobacteria (NTM) among others.

Also, the Company has also partnered with The Hebrew University of Jerusalem to advance a pre-clinical program dedicated to the treatment

of autism spectrum disorder (ASD) and other neurological disorders. Additionally, Beyond Cancer, Ltd., an affiliate of Beyond Air, is

investigating ultra-high concentrations of NO with a proprietary delivery system to target certain solid tumors in the pre-clinical setting.

For more information, visit www.beyondair.net.

press release contains "forward-looking statements" (as defined in Section 27A of the Securities Act and Section 21E of the

Securities Exchange Act of 1934, as amended). You can identify such forward-looking statements by the words "appears," "expects,"

"plans," "anticipates," "believes" "expects," "intends," "looks,"

"projects," "goal," "assumes," "targets" and similar expressions and/or the use of future

tense or conditional constructions (such as "will," "may," "could," "should" and the

like) and by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements

relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements

relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause actual

results to differ materially from any future results expressed or implied by the forward-looking statements. These forward-looking statements

are only predictions and reflect views as of the date they are made with respect to future events and financial performance. Many factors

could cause actual activities or results to differ materially from the activities and results anticipated in forward-looking statements,

including those related to the completion of the offering, risks related to the ability to raise additional capital; the timing and results

of future pre-clinical studies and clinical trials; the potential that regulatory authorities, including the FDA and comparable non-U.S.

regulatory authorities, may not grant or may delay approval for our product candidates; the approach to discover and develop novel drugs,

which is unproven and may never lead to efficacious or marketable products; the ability to fund and the results of further pre-clinical

studies and clinical trials of our product candidates; obtaining, maintaining and protecting intellectual property utilized by products;

obtaining regulatory approval for products; competition from others using similar technology and others developing products for similar

uses; dependence on collaborators; and other risks, which may, in part, be identified and described in the "Risk Factors"

section of Beyond Air's most recent Annual Report on Form 10-K and other of its filings with the Securities and Exchange Commission,

all of which are available on Beyond Air's website. Beyond Air undertakes no obligation to update, and have no policy of updating

or revising, these forward-looking statements, except as required by applicable law.