Full Press Release Details
Air Enters into New Common Stock Purchase Agreement
Extending Relationship with Lincoln Park Capital
to run through May 2023
capital under the new purchase agreement is $40 Million
City, NY, May 15, 2020 - Beyond Air, Inc. (NASDAQ: XAIR), a clinical-stage medical device and biopharmaceutical
company focused on developing inhaled Nitric Oxide (NO) for the treatment of patients with respiratory conditions, including serious
lung infections and pulmonary hypertension, and gaseous NO for the treatment of solid tumors, today announced that it has entered
into a new common stock purchase agreement and registration rights agreement (together, the "Agreements") with Lincoln
Park Capital Fund, LLC ("LPC"), a Chicago-based fundamentally focused, long-term institutional investor, for up to
$40 million. The new Agreements extend until May 2023 and replace existing agreements between the Company and LPC, which were
set to expire in August of 2021.
the Agreements and upon instruction from Beyond Air, LPC will purchase 325,000 shares of registered common stock at $8.58 per
share, which represents a 10% premium to the average closing share price for the most recent five days.
new common stock purchase agreement with Lincoln Park provides us the flexibility to draw additional capital as needed up to a
total of $40 million, at our discretion. Access to additional capital during the current period of uncertainty within the macroeconomic
environment will allow the Beyond Air team to focus on the advancement of our LungFit programs. LPC has been a long-standing
investor in Beyond Air dating back well before our NASDAQ uplisting in May 2019," said Steve Lisi, Chairman and Chief Executive
Officer of Beyond Air.
to the terms of the purchase agreement, Beyond Air will have the right at its sole discretion to sell to LPC the balance of up
to $40 million worth of shares over a 36-month period. Beyond Air will control the timing of any future investment and LPC will
be obligated to make purchases in accordance with the purchase agreement. There are no upper limits to the price per share LPC
may pay to purchase the remaining common stock subject to the purchase agreement.
warrants, derivatives, financial or business covenants are associated with the purchase agreement and LPC has agreed not to cause
or engage in any manner whatsoever, in any direct or indirect short selling or hedging of shares of the Company's common
stock. In consideration for entering into the purchase agreement and committing to fund up to $40 million, Beyond Air has paid
LPC a 2.5% cash commitment fee. The purchase agreement may be terminated by the Company at any time, at its sole discretion, without
any cost or penalty.
more detailed description of the purchase agreement is set forth in Beyond Air's Current Report on Form 8-K as filed with
press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor will
there be any sale of these securities in any jurisdiction in which such offer solicitation or sale are unlawful prior to registration
or qualification under securities laws of any such jurisdiction.
Air, Inc. is a clinical-stage medical device and biopharmaceutical company developing a revolutionary NO Generator and Delivery
System, LungFit , that uses NO generated from ambient air to deliver precise amounts of NO to the lungs for the potential
treatment of a variety of pulmonary diseases. The LungFit can generate up to 400 ppm of NO, for delivery either continuously
or for a fixed amount of time and has the ability to either titrate dose on demand or maintain a constant dose. The Company is
currently applying its therapeutic expertise to develop treatments for pulmonary hypertension in various settings, in addition
to treatments for respiratory tract infections that are not effectively addressed with current standards of care. Beyond Air is
currently advancing its revolutionary LungFit for clinical trials for the treatment of severe lung infections such as SARS-CoV-2
and nontuberculous mycobacteria (NTM). Additionally, Beyond Air is using 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.
Oxide (NO) is a powerful molecule, naturally synthesized in the human body, proven to play a critical role in a broad array of
biological functions. In the airways, NO targets the vascular smooth muscle cells that surround the small resistance arteries
in the lungs. Currently, exogenous inhaled NO is used in adult respiratory distress syndrome, post certain cardiac surgeries and
persistent pulmonary hypertension of the newborn to treat hypoxemia. Additionally, NO is believed to play a key role in the innate
immune system and in vitro studies suggest that NO possesses anti-microbial activity not only against common bacteria, including
both gram-positive and gram-negative, but also against other diverse pathogens, including mycobacteria, viruses, fungi, yeast
and parasites, and has the potential to eliminate multi-drug resistant strains.
the LungFit NO Generator and Delivery System*
Air's LungFit NO Generator and Delivery System is a cylinder-free, phasic flow nitric oxide delivery system and has
been designated as a medical device by the US Food and Drug Administration (FDA). The ventilator compatible version of the device
can generate NO from ambient air on demand for delivery to the lungs at concentrations ranging from 1 part per million (ppm) to
80 ppm. The LungFit system could potentially replace large, high-pressure NO cylinders providing significant advantages
in the hospital setting, including greatly reducing inventory and storage requirements, improving overall safety with the elimination
of NO2 purging steps, and other benefits. The LungFit can also deliver NO at concentrations at or above 80 ppm for potentially
treating: COVID-19 in the hospital setting and chronic, refractory lung infections in the home setting. With the elimination of
cylinders, Beyond Air intends to offer NO treatment in the home setting.
Beyond Air's LungFit is not approved for commercial use. Beyond Air's LungFit is for investigational
purposes only. Beyond Air is not suggesting NO use over 80 ppm or use at home.
press release contains "forward-looking statements" concerning inhaled nitric-oxide and the Company's LungFit
product, including statements with regard to potential regulatory developments, the potential impact on patients and anticipated
benefits associated with its use. Forward-looking statements include statements about our expectations, beliefs, or intentions
regarding our product offerings, business, financial condition, results of operations, strategies or prospects. You can identify
such forward-looking statements by the words "anticipates," "expects," "intends," "impacts,"
"plans," "projects," "believes," "estimates," "likely," "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 our 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 our views as of the date they are made with respect to future events and financial performance.
Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in
forward-looking statements, including risks related to: our approach to discover and develop novel drugs, which is unproven and
may never lead to efficacious or marketable products; our ability to fund and the results of further pre-clinical and clinical
trials; obtaining, maintaining and protecting intellectual property utilized by our products; our ability to enforce our patents
against infringers and to defend our patent portfolio against challenges from third parties; our ability to obtain additional
funding to support our business activities; our dependence on third parties for development, manufacture, marketing, sales, and
distribution of products; the successful development of our product candidates, all of which are in early stages of development;
obtaining regulatory approval for products; competition from others using technology similar to ours and others developing products
for similar uses; our dependence on collaborators; our short operating history and other risks identified and described in more
detail in the "Risk Factors" section of the Company's most recent Annual Report on Form 10-K and other filings
with the SEC, all of which are available on our website. We undertake no obligation to update, and we do not have a policy of
updating or revising, these forward-looking statements, except as required by applicable law.
Lisi, Chief Executive Officer