Proxy Results Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Seventh Amended and Restated 2013 Equity Incentive Plan

On November 22, 2024, Beyond Air, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders, upon the recommendation of the Company's Board of Directors (the "Board"), approved the Company's Seventh Amended and Restated 2013 Equity Incentive Plan (the "Amended 2013 Plan") to increase the number of shares of common stock reserved for issuance by an additional 3,000,000 shares, and to give the Board authority, without stockholder approval, to (i) modify the exercise or grant price of an option or stock appreciation right after it is granted, (ii) cancel an option or stock appreciation right at a time when its exercise or grant price exceeds the Fair Market Value of the underlying stock, in exchange for cash, another option or stock appreciation right, restricted stock, or other equity award, or (iii) take any other action that is treated as a repricing under generally accepted accounting principles. A summary of the Amended 2013 Plan is set forth on pages 21 to 23 in the Company's Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission (the "SEC") on October 31, 2024 (the "Proxy Statement"), and such description is incorporated by reference herein. That summary and the above description of the Amended 2013 Plan do not purport to be complete and are qualified in their entirety by reference to the Amended 2013 Plan, which is attached hereto and incorporated herein by reference in its entirety as Exhibit 10.1.

Repricing of Options

On November 22, 2024, the Board approved a one-time stock option repricing of 10,586,473 options ("Option Repricing"), effective November 22, 2024 ("Effective Date"). The repricing was undertaken in accordance with, and as permitted by, the Company's Amended 2013 Plan. Pursuant to the Option Repricing, all options granted pursuant to the Amended 2013 Plan that are held by Company Board members, officers, and employees expected to continue providing services to the Company were repriced, to the extent such options had an exercise price in excess of $0.54, the closing price per share of the Common Stock as reported on The Nasdaq Stock Market on November 22, 2024. As of the Effective Date, all such options were repriced such that the exercise price per share was reduced to $0.54.

The following options held by the Company's named executive officers and non-employee directors were included in the Option Repricing:

The Board approved the Option Repricing after careful consideration of various alternatives, and based in part on the recommendation of the Compensation Committee of the Board.