Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2022 | Aug. 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 001-38892 | |
Entity Registrant Name | BEYOND AIR, INC. | |
Entity Central Index Key | 0001641631 | |
Entity Tax Identification Number | 47-3812456 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 900 Stewart Avenue | |
Entity Address, Address Line Two | Suite 301 | |
Entity Address, City or Town | Garden City | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11530 | |
City Area Code | 516 | |
Local Phone Number | 665-8200 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | XAIR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,888,004 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 72,773 | $ 80,242 |
Restricted cash | 9,989 | 9,988 |
Inventory, net | 686 | 350 |
Grant receivable | 479 | 322 |
Other current assets and prepaid expenses | 1,497 | 2,044 |
Total current assets | 85,424 | 92,945 |
Licensed right to use technology | 1,785 | 1,837 |
Right-of-use lease assets | 2,354 | 2,216 |
Property and equipment, net | 2,132 | 1,995 |
Other assets | 209 | 207 |
TOTAL ASSETS | 91,904 | 99,199 |
Current liabilities | ||
Accounts payable | 1,038 | 1,129 |
Accrued expenses | 8,213 | 8,374 |
Operating lease liability | 290 | 281 |
Loan payable, current portion | 619 | 927 |
Total current liabilities | 10,160 | 10,712 |
Long-term liabilities | ||
Operating lease liability | 2,193 | 2,079 |
Long-term debt, net | 200 | 200 |
Other long-term liabilities | 8,000 | 8,000 |
Total liabilities | 20,553 | 20,990 |
Stockholders’ equity | ||
Preferred Stock, $0.0001 par value per share: 10,000,000 shares authorized, 0 shares issued and outstanding | ||
Common Stock, $0.0001 par value per share: 100,000,000 shares authorized, 29,888,004 and 29,886,173 shares issued and outstanding as of June 30, 2022 and March 31, 2022, respectively | 3 | 3 |
Treasury stock | (25) | (25) |
Additional paid-in capital | 200,448 | 196,269 |
Accumulated deficit | (134,573) | (123,639) |
Accumulated other comprehensive income | 268 | 96 |
Total stockholders’ equity attributable to Beyond Air, Inc | 66,120 | 72,704 |
Non-controlling interests | 5,230 | 5,505 |
Total Equity | 71,351 | 78,209 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 91,904 | $ 99,199 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 29,888,004 | 29,886,173 |
Common stock, shares outstanding | 29,888,004 | 29,886,173 |
Statement -Condensed Consolidat
Statement -Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||
License revenues | ||
Operating expenses: | ||
Research and development | 3,226 | 2,741 |
General and administrative | 8,214 | 3,850 |
Operating expenses | 11,440 | 6,591 |
Operating loss | (11,440) | (6,591) |
Other income (expense) | ||
Interest expense | (48) | (162) |
Foreign exchange gain / (loss) | (177) | 10 |
Other income / (expense) | 10 | 1 |
Total other expense | (215) | (152) |
Benefit for income taxes | ||
Net Loss | (11,654) | (6,743) |
Less : net loss attributable to non-controlling interests | (720) | |
Net loss attributable to Beyond Air, Inc. | (10,934) | (6,743) |
Foreign currency translation gain | 172 | |
Comprehensive loss attributable to Beyond Air, Inc. | $ (10,762) | $ (6,743) |
Net basic and diluted loss per share attributable to Beyond Air, Inc. | $ (0.37) | $ (0.31) |
Weighted average number of shares, outstanding basic and diluted | 29,888,004 | 21,945,235 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Mar. 31, 2021 | $ 2 | $ (25) | $ 110,948 | $ (80,462) | $ 30,464 | ||
Beginning balance, shares at Mar. 31, 2021 | 21,828,244 | ||||||
Stock-based compensation | 1,216 | 1,216 | |||||
Net loss | (6,743) | (6,743) | |||||
At The Market Equity Offering stock issuance of common stock, net | 7,481 | 7,482 | |||||
At The Market Equity Offering stock issuance of common stock, net, shares | 1,239,405 | ||||||
Issuance of common stock pursuant to a Purchase Agreement, net | 1,031 | 1,031 | |||||
Issuance of common stock pursuant to a Purchase Agreement, net, shares | 200,000 | ||||||
Ending balance, value at Jun. 30, 2021 | $ 2 | (25) | 120,677 | (87,205) | 33,450 | ||
Ending balance, shares at Jun. 30, 2021 | 23,267,649 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 3 | (25) | 196,269 | (123,639) | 96 | 5,505 | 78,209 |
Beginning balance, shares at Mar. 31, 2022 | 29,886,173 | ||||||
Issuance of common stock upon exercise of options – cashless | |||||||
Issuance of common stock upon exercise of options - cashless, shares | 1,831 | ||||||
Stock-based compensation | 4,178 | 445 | 4,624 | ||||
Other comprehensive income | 172 | 172 | |||||
Net loss | (10,934) | (720) | (11,654) | ||||
Ending balance, value at Jun. 30, 2022 | $ 3 | $ (25) | $ 200,448 | $ (134,573) | $ 268 | $ 5,230 | $ 71,351 |
Ending balance, shares at Jun. 30, 2022 | 29,888,004 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (11,654) | $ (6,743) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 121 | 58 |
Amortization of licensed right to use technology | 69 | 10 |
Stock-based compensation | 4,624 | 1,216 |
Amortization of debt discount and accretion of debt issuance costs | 33 | |
Operating lease expense | 49 | 51 |
Foreign currency adjustments | 177 | (10) |
Changes in: | ||
Grant receivable | (157) | 425 |
Inventory | (289) | |
Other current assets and prepaid expenses | 509 | 205 |
Accounts payable | (164) | 947 |
Accrued expenses | (124) | (110) |
Net cash used in operating activities | (6,840) | (3,918) |
Cash flows from investing activities | ||
Security deposits made on operating leases | (6) | |
Purchase of property and equipment | (258) | (27) |
Net cash used in investing activities | (264) | (27) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock in connection with a Purchase agreement | 7,482 | |
Proceeds from issuance of common stock through at the Market offerings | 1,031 | |
Proceeds from issuance of common stock through exercise of stock options | ||
Payment of loan | (536) | (207) |
Net cash (used in) / provided by financing activities | (536) | 8,306 |
Effect of exchange rate changes on cash and cash equivalents | 172 | |
Increase (decrease) in cash, cash equivalents and restricted cash | (7,468) | 4,360 |
Cash, cash equivalents and restricted cash at beginning of period | 90,230 | 35,268 |
Cash, cash equivalents and restricted cash at end of period | 82,762 | 39,628 |
Supplemental disclosure of non-cash investing and financing activities | ||
Right-of-use assets | 243 | |
Operating lease liability | 243 | |
Supplemental disclosure of cash flow items: | ||
Interest paid | 10 | 136 |
Income taxes paid |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 3 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | NOTE 1 ORGANIZATION AND BUSINESS Beyond Air, Inc. (together with its subsidiaries, “Beyond Air” or the “Company”) was incorporated on April 28, 2015 under Delaware law. On June 25, 2019, the Company’s name was changed to Beyond Air, Inc. from AIT Therapeutics, Inc. The Company is a commercial stage medical device and biopharmaceutical company developing a platform of nitric oxide (“NO”) generators and delivery systems (the “LungFit ® ® ® ® ® The Company believes that LungFit ® ® ® On November 4, 2021, Beyond Air reorganized its oncology business into a new private company called Beyond Cancer, Ltd (“Beyond Cancer”). Beyond Air’s preclinical oncology team and the exclusive right to the intellectual property portfolio utilizing ultra-high concentration of gaseous nitric oxide (“UNO”) for the treatment of solid tumors now reside with Beyond Cancer. The new subsidiary secured $ 30 4.8 20 80 BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to the Form 10-Q. Accordingly, they do not include all of the information and footnotes required to be presented for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring items) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The accompanying unaudited condensed consolidated balance sheet as of March 31, 2022 (the “2022 Annual Report”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 28, 2022. The unaudited condensed consolidated financial statements and related disclosures should be read in conjunction with the Company’s audited consolidated financial statements and the related notes thereto included in the 2022 Annual Report on Form 10-K. Principles of Consolidation These consolidated financial statements include the accounts of the Company and the accounts of all of the Company’s subsidiaries and a variable interest entity (“VIE”) for which the Company is the primary beneficiary. As the Company has both the power to direct activities of Beyond Cancer that most significantly impact Beyond Cancer’s economic performance and the right to receive benefits and losses that may potentially be significant, these financial statements are fully consolidated with those of the Company. The non-controlling owners’ 20 Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its significant estimates including accruals for expenses under consulting, licensing agreements, and clinical trials, stock-based compensation, contingency recognition and the determination of deferred tax attributes and the valuation allowance thereon. Liquidity Risks and Uncertainties The Company used cash in operating activities of $ 6.8 134.6 72.8 46.7 The Company’s future capital needs and the adequacy of its available funds will depend on many factors, including, but not necessarily limited to the success and costs of commercialization of the Company’s approved product and the actual cost and time necessary for current and anticipated preclinical studies, clinical trials and other actions needed to obtain certification or regulatory approval of the Company’s product candidates. The Company’s access to capital and liquidity currently includes a $ 40 18.1 The Company entered into an At-The-Market Offering Sales Agreement, dated February 4, 2022 (the “2022 ATM”) for $ 50 50 The Company may be required to raise additional funds through equity or debt securities offerings or strategic collaboration and/or licensing agreements in order to fund operations until it is able to generate enough product or royalty revenues, if any. Such financing may not be available on acceptable terms, or at all, and the Company’s failure to raise capital when needed could have a material adverse effect on its strategic objectives, results of operations and financial condition. Other Risks and Uncertainties The Company is subject to risks common to development and early stage medical device companies including, but not limited to, new technological innovations, certifications or regulatory approval, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, uncertainty of market acceptance of approved products and the potential need to obtain additional financing. The Company is also dependent on third-party suppliers and, in some cases single-source suppliers. The Company’s products require approval or clearance from the FDA prior to commencement of commercial sales in the United States. There can be no assurance that the Company’s products beyond LungFit ® BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) The development of the Company’s product candidates or commercialization of its approved product could be further disrupted and adversely affected by a resurgence of the COVID-19 pandemic. The Company experienced significant delays in the supply chain for LungFit ® Cash and Cash Equivalents and Concentration of Credit Risk The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase and an investment in a U.S. government money market fund to be cash equivalents. The Company maintains its cash and cash equivalents in highly rated financial institutions in Israel, Ireland and the U.S., the balances of which, at times, may exceed federally insured limits. As of June 30, 2022, restricted cash was unchanged from March 31, 2022 at $ 10.0 2.6 million was designated for a contract manufacturer to be used for materials and parts that require long lead times and $ 7.4 million was held as collateral to secure a supersedeas bond for an appeal of a lawsuit (see Note 14). The following table is the reconciliation of the presentation and disclosure of cash, cash equivalents and restricted cash as shown on the Company’s consolidated statements of cash flows (in thousands): SCHEDULE OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH June 30, 2022 March 31, 2022 Cash and cash equivalents $ 72,773 $ 80,242 Restricted cash 9,989 9,988 Total $ 82,762 $ 90,230 BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue Recognition The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligation(s) in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligation(s) in the contract and (v) recognize revenue when (or as) the Company satisfies the performance obligation(s). At contract inception, the Company assesses the goods or services promised within each contract, assesses whether each promised good or service is distinct and identifies those promised goods or services that are performance obligations. The Company uses judgment to determine (a) the number of performance obligations based on the determination under step (ii) above and whether those performance obligations are distinct from other performance obligations in the contract (b) the transaction price under step (iii) above and (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of the transaction price in step (iv) above. The Company also uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price. The transaction price is allocated to each performance obligation on an estimated stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under contract are satisfied. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a license arrangement, such fees or other payments are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. Grant Receivable Under a collaboration arrangement with the Cystic Fibrosis Foundation (“CFF”), grant milestones are achieved subject to certain performance steps and requirements under a development program. Grant milestones are recorded as reimbursements against the applicable portion of the Company’s research and development expenses. Such reimbursements are reflected as a reduction of research and development expenses in the Company’s consolidated statements of operations and comprehensive income (loss), as the performance of research and development services for reimbursement is not considered to be an ongoing component or central to the Company’s operations. See Note 11. Segment Reporting Commencing with the creation of Beyond Cancer in November 2021 (see Note 15), the Company’s operations became classified into two segments, Beyond Air and Beyond Cancer. Each segment has its own Management team, Board of Directors, Corporate Officers and legal entities. As of June 30, 2022, Beyond Air, Inc. owns 80 The following table summarizes segment financial information by business segment for the three months ended June 30, 2022: SCHEDULE OF SEGEMENT FINANCIAL INFORMATION BY BUSINESS SEGMENT (in thousands) Beyond Air Beyond Cancer Net loss for the three months ended June 30, 2022 $ (8,053 ) $ (3,601 ) Operating activities included in net loss: Depreciation and amortization 120 2 Stock-based compensation expense 2,370 2,254 Cash and cash equivalents $ 46,671 $ 26,101 All other assets 18,551 580 Total liabilities (20,028 ) (525 ) Net assets – net liabilities $ 45,194 $ 26,156 Non-controlling interests $ - $ 5,230 Cash used in operations $ (5,512 ) $ (1,328 ) Research and Development Research and development expenses are charged to the statement of operations as incurred. Research and development expenses include salaries, benefits, stock-based compensation and costs incurred by outside laboratories, manufacturers, clinical research organizations, consultants, and accredited facilities in connection with preclinical studies and clinical trials. Research and development expenses are partially offset by the benefit of tax incentive payments for qualified research and development expenditures from the Australian tax authority (“AU Tax Rebates”). The Company does not record AU Tax Rebates until payment is received due to the uncertainty of receipt. In the three months ended June 30, 2022 and June 30, 2021, the Company received an AU Tax Rebate in the amount of $ 182 0 BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) Foreign Exchange Transactions The Company’s subsidiaries transact in U.S. dollars, Euros, New Israeli Shekels and Australian dollars. The Company’s main operations are in the United States and the U.S. dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. The Company translated its non-U.S. operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Gains or losses from foreign currency transactions are included in other income (expense) in the statement of operations as foreign currency exchange gain/(loss). In consolidating international subsidiaries, balance sheet currency effects are recorded as a component of accumulated other comprehensive income. The other current and non-current assets line within the Statement of Cash Flows includes the impact of foreign currency translation. This equity account includes the results of translating certain balance sheet assets and liabilities at current exchange rates and some accounts at historical rates. For the three months ended June 30, 2022 and June 30, 2021, the Company recorded a gain of $ 172 0 Stock-Based Compensation The Company measures the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. Fair value for restricted stock unit awards is valued using the closing price of the Company’s common stock on the date of grant. The grant date fair value is recognized over the requisite service period during which an employee and non-employee is required to provide service in exchange for the award. The grant date fair value of employee and non-employee share options is estimated using the Black-Scholes option pricing model. The risk-free interest rate assumptions were based upon the observed interest rates appropriate for the expected term of the equity instruments. The expected dividend yield was assumed to be zero as the Company has not paid any dividends since its inception and does not anticipate paying dividends in the foreseeable future. Due to the Company’s limited trading history, the Company utilizes weighting of its historical volatility and the implied volatility based on an aggregate of guideline companies. The Company uses the simplified method to estimate the expected term. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and accumulated amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful life of the assets as follows: SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE OF ASSETS Computer equipment Three years Furniture and fixtures Seven years Clinical and medical equipment Five or Fifteen years Leasehold improvements Shorter of term of lease or estimated useful life of the asset Licensed Right to Use Technology Licensed right to use technology that is considered platform technology with alternative future uses is recorded as an intangible asset and is amortized on a straight-line method over its estimated useful life, determined to be thirteen years (see Note 14). The expected amortization expense for the next five fiscal years and thereafter is as follows for the year ended March 31 (in thousands): SCHEDULE OF FUTURE EXPECTED AMORTIZATION EXPENSE 2023 $ 156 2024 208 2025 208 2026 208 2027 208 Thereafter 798 Total $ 1,785 Long-Lived Assets The Company assess the impairment of long-lived assets on an ongoing basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that the Company considers as potential triggers of an impairment review include the following: ● significant underperformance relative to expected historical or projected future operating results, ● significant changes in the manner of the Company’s use of the acquired assets or the strategy for its overall business, ● significant negative regulatory or economic trends, and ● significant technological changes, which would render the platform technology, equipment, and manufacturing processes obsolete. BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) Recoverability of assets that will continue to be used in the Company’s operations is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset or asset group. Future undiscounted cash flows include estimates of future revenues, driven by market growth rates, and estimates of future costs. There were no events during the reporting periods that were deemed to be a triggering event that would require an impairment assessment. Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. As of June 30, 2022, the Company recorded a valuation allowance to the full extent of the Company’s net deferred tax assets since the likelihood of realization of the benefit does not meet the more-likely-than-not threshold. The Company’s reserves related to taxes are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. As of June 30, 2022, the Company had no unrecognized tax benefits or related interest and penalties accrued. The Company has not, as yet, conducted a study of research and development (“R&D”) credit carryforwards. This study may result in an adjustment to the Company’s R&D credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s R&D credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if an adjustment were required. The Company would recognize both accrued interest and penalties related to unrecognized benefits in income tax expense. The Company’s uncertain tax positions are related to years that remain subject to examination by relevant tax authorities. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S. federal, state and local income tax authorities for all tax years in which a loss carryforward is available. Net Income (Loss) Per Share Basic and diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to Beyond Air, Inc., by the weighted average number of shares of common stock outstanding for the period. The dilutive effect of outstanding options, warrants, restricted stock and other stock-based compensation awards is reflected in diluted net income (loss) per share by application of the treasury stock method. The calculation of diluted net income (loss) attributed to common stockholders per share excludes all anti-dilutive shares of common stock. For periods in which the Company has reported net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because such shares of common stock are not assumed to have been issued if their effect is anti-dilutive (see Note 9). Recently Issued Accounting Standards Adopted The Financial Accounting Standards Board (“FASB”) recently issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to reduce complexity in applying U.S. GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in Accounting Standards Codification (“ASU”) 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (“EPS”) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for public entities, excluding smaller reporting companies, for fiscal years beginning after December 15, 2021. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The adoption of ASU 2020-06 did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. Recently Issued Accounting Standards, Not Yet Adopted In September 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326). The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. In February 2020, the FASB issued ASU 2020-02, Financial Instruments – Credit Losses (Topic 326), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company are currently assessing the impact of the adoption of this ASU on its financial statements. BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 3 FAIR VALUE MEASUREMENT The Company’s financial instruments primarily include cash, cash equivalents, restricted cash, accounts payable, and a short-term loan. Due to the short-term nature of these financial instruments, the carrying amounts of these assets and liabilities approximate their fair value. The long-term debt approximates fair value due to the prevailing market conditions for similar debt with remaining maturity and terms. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value. A fair value hierarchy has been established for valuation inputs that give the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 - quoted prices in active markets for identical assets or liabilities; Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT (IN THOUSANDS) June 30, 2022 March 31, Clinical and medical equipment $ 1,782 $ 1,682 Computer equipment 464 364 Furniture and fixtures 349 311 Leasehold improvements 427 404 Property and equipment, gross 3,022 2,762 Accumulated depreciation and amortization (890 ) (767 ) Property and equipment, net $ 2,132 $ 1,995 Depreciation and amortization expense for the three months ended June 30, 2022 and June 30, 2021 was $ 121 58 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 5 STOCKHOLDERS’ EQUITY On May 14, 2020, the Company entered into the New Stock Purchase Agreement with LPC (the “New Stock Purchase Agreement”), which provides for the issuance of up to $ 40 0.25 0 1.0 0 200,000 18.1 On February 4, 2022, the Company entered into the “2022 ATM”, allowing the Company to sell its common stock for aggregate sales proceeds of up to $ 50 3 50.0 BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 5 STOCKHOLDERS’ EQUITY (continued) Restricted Stock Units The fair value for the restricted stock unit awards was valued at the closing price of the Company’s common stock on the date of grant. Restricted stock units vest annually over five years. A summary of the Company’s restricted stock unit awards for the three months ended June 30, 2022 is as follows: SCHEDULE OF RESTRICTED STOCK AWARDS Number Of Shares Weighted Average Grant Date Fair Value Unvested as of April 1, 2022 949,600 6.92 Granted - - Vested - - Forfeited - - Unvested as of June 30, 2022 949,600 $ 6.92 Stock Option Plans The Company’s Fourth Amended and Restated 2013 Beyond Air Equity Incentive Plan (the “2013 BA Plan”) allows for awards to officers, directors, employees, and consultants of stock options, restricted stock units and restricted shares of the Company’s common stock. The vesting terms of the options issued under the 2013 BA Plan are generally four years and expire in ten years 7,600,000 402,636 A summary of the change in options for the 3 months ended June 30, 2022 is as follows: SCHEDULE OF OPTION ACTIVITY Number Of Options Weighted Average Exercise Price Options Weighted Average Remaining Contractual Life- Options Aggregate Intrinsic Value (in thousands) Options outstanding as of April 1, 2022 5,508,631 $ 5.60 8.1 $ 6,831 Granted 31,000 5.58 - - Exercised (8,000 ) 5.35 - - Forfeited (23,875 ) 5.98 - - Outstanding as of June 30, 2022 5,507,756 $ 5.60 7.8 $ 6,875 Exercisable as of June 30, 2022 2,521,506 $ 4.71 6.5 $ 5,002 The Company’s 2021 Beyond Cancer Ltd Equity Incentive Plan (the “2021 BC Plan”) allows for awards to officers, directors, employees, and consultants of stock options, restricted stock units and restricted shares of Beyond Cancer’s common stock. The vesting terms of the options issued under the 2021 BC Plan are generally four years and expire in ten years 2,000,000 176,500 SCHEDULE OF OPTION ACTIVITY Number Of Options Weighted Average Exercise Price–- Options Weighted Average Remaining Contractual Life- Options Aggregate Intrinsic Value (thousands) Options outstanding as of April 1, 2022 1,763,500 $ 2.76 9.4 $ 12,768 Granted 60,000 10.00 9.8 - Exercise - - - - Forfeited - - - - Outstanding as of June 30, 2022 1,823,500 $ 3.00 9.4 $ 12,768 Exercisable as of June 30, 2022 - $ - - $ - BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 5 STOCKHOLDERS’ EQUITY (continued) As of June 30, 2022, the Company had unrecognized stock-based compensation expense in the 2013 BA Plan of approximately $ 9.0 1.6 4.22 4.05 As of June 30, 2022, the Company had unrecognized stock-based compensation expense in the 2021 BC Plan of approximately $ 12.4 2.5 8.26 The following was utilized to calculate the fair value of options on the date of grant: SCHEDULE OF FAIR VALUE OF OPTION June 30, 2022 June 30, 2021 Risk-free interest rate 2.5 3.4 % 1.1 % Expected volatility (Beyond Air) 88.6 89.1 % 91.1 91.8 % Expected volatility (Beyond Cancer) 95.3 104.7 % n/a Dividend yield 0 % 0 % Expected terms (in years) 6.25 6.25 The following summarizes the components of stock-based compensation expense which included stock options and restricted stock for the three months ended June 30, 2022 and June 30, 2021: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE 2022 2021 Three Months Ended (in thousands) June 30, 2022 2021 Research and development $ 925 $ 365 General and administrative 3,699 851 Total $ 4,624 $ 1,216 On March 4, 2021, the stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The purpose of the ESPP is to encourage and to enable eligible employees of the Company, through after-tax payroll deductions, to acquire proprietary interests in the Company through the purchase and ownership of shares of stock. The ESPP is intended to benefit the Company and its stockholders by (a) incentivizing participants to contribute to the success of the Company and to operate and manage the Company’s business in a manner that will provide for the Company’s long-term growth and profitability and that will benefit its stockholders and other important stakeholders and (b) encouraging participants to remain in the employ of the Company. As of June 30, 2022, no Warrants A summary of the Company’s outstanding warrants as of June 30, 2022 is as follows: SUMMARY OF COMPANY’S OUTSTANDING WARRANTS Warrant Holders Number Of Warrants Exercise Price Intrinsic Value (in thousands) Date of Expiration Third-party license agreement 208,333 $ 4.80 $ 394 January 2024 March 2020 loan (see Note 12) 172,187 $ 7.26 - March 2025 NitricGen Agreement 80,000 $ 6.90 - January 2028 Total 460,520 $ 6.08 $ 394 BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 5 STOCKHOLDERS’ EQUITY (continued) No warrants were issued or exercised in either the three months ended June 30, 2022 or June 30, 2021. |
OTHER CURRENT ASSETS AND PREPAI
OTHER CURRENT ASSETS AND PREPAID EXPENSES | 3 Months Ended |
Jun. 30, 2022 | |
Other Current Assets And Prepaid Expenses | |
OTHER CURRENT ASSETS AND PREPAID EXPENSES | NOTE 6 OTHER CURRENT ASSETS AND PREPAID EXPENSES A summary of current assets and prepaid expenses is as follows (in thousands): SCHEDULE OF CURRENT ASSETS AND PREPAID EXPENSES June 30, 2022 March 31, 2022 Research and development $ 94 $ 216 Insurance 735 1,037 Professional - 3 Value added tax receivable 135 282 Other 534 505 Total $ 1,497 $ 2,044 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 7 ACCRUED EXPENSES A summary of the accrued expenses is as follows (in thousands): SUMMARY OF ACCRUED EXPENSES June 30, 2022 March 31, 2022 Research and development $ 670 $ 1,006 Professional fees 542 442 Employee salaries and benefits 428 409 Accrual for contingent liabilities (Note 14) 2,475 2,435 Accrued Circassia Settlement first payment due in 2022 (Note 10) 2,500 2,500 Accrued NitricGen agreement post FDA approval (Note 14) 1,500 1,500 Other 99 82 Total short-term accrued expenses $ 8,213 $ 8,374 Accrued Circassia Settlement payments due in more than 12 months (Note 10) $ 8,000 $ 8,000 Total other long-term liabilities $ 8,000 $ 8,000 BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
LEASES
LEASES | 3 Months Ended |
Jun. 30, 2022 | |
Leases | |
LEASES | NOTE 8 LEASES Lessees are required to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and provide disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. During the three months ended June 30, 2022, the Company entered into one new lease, which resulted in the recognition of operating lease liabilities and right-of-use assets of $ 299 SCHEDULE OF OPERATING LEASE LIABILITY June 30, 2022 March 31, 2022 Right-of-use assets $ 2,354 $ 2,216 Operating lease liability short-term $ 290 $ 281 Operating lease liability long-term 2,193 2,079 Total $ 2,483 $ 2,361 Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued rent. The interest rate implicit in the Company’s leases is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative and research development expenses. The Company has other operating lease agreements with commitments of less than one year or that are not significant. The Company elected the practical expedient option and as such these lease payments are expensed as incurred. SCHEDULE OF LEASE OTHER INFORMATION Other Information For The Three Months Ended June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Cash paid (thousands) $ 138 Right-of-use assets obtained in exchange for new operating lease liabilities: Weighted-average remaining lease term — operating leases 7.0 Weighted-average discount rate — operating leases 8.3 % SCHEDULE OF MATURITY OF LEASE LIABILITIES Maturity of Lease Liabilities Operating Leases Payments remaining for the year ended March 31 (in thousands): 2023 $ 351 2024 506 2025 499 2026 508 2027 360 Thereafter 1,081 Total lease payments 3,305 Less: interest (822 ) Present value of lease liabilities $ 2,483 |
BASIC AND DILUTED NET INCOME (L
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE OF COMMON STOCK | 3 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE OF COMMON STOCK | NOTE 9 BASIC AND DILUTED NET INCOME (LOSS) PER SHARE OF COMMON STOCK The following potentially dilutive securities were not included in the calculation of diluted net income (loss) per share attributable to common stockholders of Beyond Air because their effect would have been anti-dilutive for the periods presented: SCHEDULE OF POTENTIAL ANTI-DILUTIVE SECURITIES June 30, 2022 June 30, 2021 Common stock warrants 460,520 3,433,623 Common stock options 5,507,756 4,224,222 Restricted shares 949,600 546,200 Total 6,917,876 8,204,045 |
LICENSE AGREEMENT
LICENSE AGREEMENT | 3 Months Ended |
Jun. 30, 2022 | |
License Agreement | |
LICENSE AGREEMENT | NOTE 10 LICENSE AGREEMENT On January 23, 2019, the Company entered into an agreement for commercial rights (the “Circassia Agreement”) with Circassia Limited and its affiliates (collectively, “Circassia”) for PPHN and future related indications at concentrations of < 80 ppm in the hospital setting in the United States and China. On December 18, 2019, the Company terminated the Circassia Agreement. On May 25, 2021, the Company and Circassia entered into a Settlement Agreement resolving all claims by and between both parties and mutually terminating the Circassia Agreement. Pursuant to the terms of the Settlement Agreement, the Company agreed to pay Circassia $ 10.5 2.5 3.5 4.5 5 ® 6 10.5 BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
GRANT COLLABORATON AGREEMENT
GRANT COLLABORATON AGREEMENT | 3 Months Ended |
Jun. 30, 2022 | |
Grant Collaboraton Agreement | |
GRANT COLLABORATON AGREEMENT | NOTE 11 GRANT COLLABORATON AGREEMENT On February 10, 2021, the Company received a grant for up to $ 2.17 ® 10 425 479 1,329 157 |
LONG-TERM LOAN
LONG-TERM LOAN | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM LOAN | NOTE 12 LONG-TERM LOAN On March 17, 2020, the Company entered into a Facility Agreement (the “Facility Agreement”) with certain lenders for up to $ 25.0 5.0 5.0 In connection with the first tranche, the Company issued, in March 2020, warrants to the lenders for the purchase of 172,826 shares of the Company’s common stock at $ 7.26 per share. The warrants expire in five years. In connection with the termination of the Facility Agreement, on November 8, 2021, the Company entered into a modification of the Facility Agreement for one lender to allow for repayment of $ 200 10 March 17, 2025 SCHEDULE OF MATURITY OF LONG-TERM LOAN Maturity of Long-Term Loan (in thousands) June 30, 2022 2022 $ - 2023 - 2024 80 2025 120 Total $ 200 BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
LOAN PAYABLE
LOAN PAYABLE | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | NOTE 13 LOAN PAYABLE As of June 30, 2022 in connection with the Company’s insurance policy, a loan was used to finance part of the premium. The details concerning the loan are as follows: SCHEDULE OF LOAN PAYABLE June 30, 2022 March 31, 2022 Amount outstanding (in thousands) $ 619 $ 927 Monthly payments (in thousands) $ 104 $ 104 Number of monthly payments 6 9 Interest rate 1.3 % 1.3 % Due date December 2022 December 2022 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 COMMITMENTS AND CONTINGENCIES License Agreements On October 22, 2013, the Company entered into a patent license agreement (the “CareFusion Agreement”) with SensorMedics Corporation, a subsidiary of CareFusion Corp. (“CareFusion”), pursuant to which the Company agreed to pay to CareFusion a non-refundable upfront fee of $ 150 5 50 In August 2015, BA Ltd. entered into an Option Agreement (the “Option Agreement”) with Pulmonox whereby BA Ltd. acquired the option (the “Option”) to purchase certain intellectual property assets and rights. On January 13, 2017, the Company exercised the Option and paid $ 500 87 83 BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 14 COMMITMENTS AND CONTINGENCIES (continued) On January 31, 2018, the Company entered into an agreement (the “NitricGen Agreement”) with NitricGen, Inc. (“NitricGen”) to acquire a global, exclusive, transferable license and associated assets including intellectual property, know-how, trade secrets and confidential information from NitricGen related to the LungFit ® 2.0 ® 100 100 100,000 295 1.8 1.5 ® Employment Agreements Certain agreements between the Company and its officers contain a change of control provision for payment of severance arrangements. Supply Agreement and Purchase Order In August 2020, the Company entered into a supply agreement expiring on December 31, 2024. The agreement will renew automatically for successive three-year periods unless and until the Company provides twelve months’ notice of its intent not to renew the agreement. The Company has opened several non-cancellable purchase orders and the outstanding amount remaining under the purchase order as of June 30, 2022 was approximately $ 3.0 Contingencies On March 16, 2018, Empery Asset Master, Ltd., Empery Tax Efficient, LP and Empery Tax Efficient II, LP, (collectively, “Empery”) filed a complaint in the Supreme Court of the State of New York (the “Trial Court”) against the Company relating to the notice of adjustment of both the exercise price of and the number of warrant shares issuable under warrants issued to Empery in January 2017. Empery alleges that, as a result of certain circumstances in connection with a February 2018 financing transaction, the 166,672 On August 20, 2020, the Trial Court denied the Company’s summary judgment motion as to the first and third claims for relief, but dismissed the second claim for declaratory judgment as moot (the “August 20 Decision”). The Appellate Division First Department denied the Company’s appeal of the August 20 Decision on September 30, 2021. Following a three-day bench trial, the Trial Court issued a decision on October 14, 2021, finding in favor of Empery on the two remaining claims, granting reformation of the Warrant Agreement, and awarding Empery damages in the aggregate amount of approximately $ 5.8 7.4 2.4 On December 28, 2021 Hudson Bay Master Fund (“Hudson”) filed a lawsuit against us related to the notice of adjustment of the exercise price of and the number of warrant shares issuable under warrants issued to Hudson in January 2017. Hudson received 83,334 Hudson’s complaint alleges breach of contract and that Hudson is entitled to damages estimated at approximately $ 2.6 BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
BEYOND CANCER
BEYOND CANCER | 3 Months Ended |
Jun. 30, 2022 | |
Beyond Cancer | |
BEYOND CANCER | NOTE 15 BEYOND CANCER On November 4, 2021, the Company announced that Beyond Air and Beyond Cancer, Ltd agreed to terms to which the Company, through its subsidiaries would be licensing certain intellectual property and other assets related to, or necessary for the development, commercialization, manufacture and distribution of certain cancer treatment products and/or technologies to a subsidiary of the Company (the “Transaction”). In connection and concurrently with the closing of the Transaction, Beyond Cancer issued and sold common shares, par value $ 1.00 3 10.00 30 4.8 1.1 20 80 Members of the Board of Directors of Beyond Air who are also member of the Board of Directors of Beyond Cancer, and their families, are considered related parties to the Offering. Related parties invested $ 1.1 Beyond Cancer was created as a new company in which there were no pre-existing employees, and there was no organized workforce contributed to Beyond Cancer; the only contributions were the rights to access certain intellectual property and access to certain employees of Beyond Air, subject to a license agreement, and cash paid by the subscribers in the Offering. Any development work that was being performed was being conducted pursuant to the license agreement by Beyond Air’s preclinical team. Therefore, Beyond Cancer did not have employees constituting a workforce that would be able to create outputs and enable Beyond Cancer to become revenue producing. As such, it was concluded that there was no substantive process and Beyond Cancer was deemed not to be a business under ASC 805-10 and the Company has not provided any financial support to Beyond Cancer since it was established in November 2021. Beyond Air concluded that it is the primary beneficiary of Beyond Cancer because Beyond Air has the power to direct the activities of Beyond Cancer that most significantly impact the economic performance of the entity, Beyond Air holds a majority interest in substantially all of the assets and certain liabilities of Beyond Cancer, as well as a majority voting interest, and Beyond Cancer’s Board of Directors has the full power to direct all activities of Beyond Cancer, including those specifically related to the ongoing research and development. Beyond Cancer’s Board of Directors is comprised of four directors, for which Beyond Air holds two seats and a Board member of Beyond Air, a de facto agent of Beyond Air, holds one seat. The other party does not have the substantive rights to veto or block decisions made by Beyond Air’s designees. Therefore, it was determined that Beyond Air has the unilateral right to control all decisions related to the significant activities of Beyond Cancer. Although Beyond Air is considered to have control over Beyond Cancer under ASC 810 as a result of its majority ownership interest, the assets of Beyond Cancer can only be used to satisfy the obligations of Beyond Cancer. As a result of Beyond Air’s majority ownership interest in the entity and its primary beneficiary conclusion, Beyond Air consolidated Beyond Cancer in its consolidated financial statements beginning in November 2021. The carrying amount of net assets and net liabilities of the VIE included in the consolidated financial statements, after the elimination of intercompany balances and transactions, was $ 26.2 26.1 27.5 27.7 Segment Reporting 3.6 80 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16 RELATED PARTY TRANSACTIONS Members of the Board of Directors of Beyond Air who are also members of the Board of Directors of Beyond Cancer, and their families, are considered related parties to the Offering disclosed in Note 15. Related parties invested $ 1.1 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to the Form 10-Q. Accordingly, they do not include all of the information and footnotes required to be presented for complete financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring items) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The accompanying unaudited condensed consolidated balance sheet as of March 31, 2022 (the “2022 Annual Report”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 28, 2022. The unaudited condensed consolidated financial statements and related disclosures should be read in conjunction with the Company’s audited consolidated financial statements and the related notes thereto included in the 2022 Annual Report on Form 10-K. |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements include the accounts of the Company and the accounts of all of the Company’s subsidiaries and a variable interest entity (“VIE”) for which the Company is the primary beneficiary. As the Company has both the power to direct activities of Beyond Cancer that most significantly impact Beyond Cancer’s economic performance and the right to receive benefits and losses that may potentially be significant, these financial statements are fully consolidated with those of the Company. The non-controlling owners’ 20 |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its significant estimates including accruals for expenses under consulting, licensing agreements, and clinical trials, stock-based compensation, contingency recognition and the determination of deferred tax attributes and the valuation allowance thereon. |
Liquidity Risks and Uncertainties | Liquidity Risks and Uncertainties The Company used cash in operating activities of $ 6.8 134.6 72.8 46.7 The Company’s future capital needs and the adequacy of its available funds will depend on many factors, including, but not necessarily limited to the success and costs of commercialization of the Company’s approved product and the actual cost and time necessary for current and anticipated preclinical studies, clinical trials and other actions needed to obtain certification or regulatory approval of the Company’s product candidates. The Company’s access to capital and liquidity currently includes a $ 40 18.1 The Company entered into an At-The-Market Offering Sales Agreement, dated February 4, 2022 (the “2022 ATM”) for $ 50 50 The Company may be required to raise additional funds through equity or debt securities offerings or strategic collaboration and/or licensing agreements in order to fund operations until it is able to generate enough product or royalty revenues, if any. Such financing may not be available on acceptable terms, or at all, and the Company’s failure to raise capital when needed could have a material adverse effect on its strategic objectives, results of operations and financial condition. |
Other Risks and Uncertainties | Other Risks and Uncertainties The Company is subject to risks common to development and early stage medical device companies including, but not limited to, new technological innovations, certifications or regulatory approval, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, uncertainty of market acceptance of approved products and the potential need to obtain additional financing. The Company is also dependent on third-party suppliers and, in some cases single-source suppliers. The Company’s products require approval or clearance from the FDA prior to commencement of commercial sales in the United States. There can be no assurance that the Company’s products beyond LungFit ® BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) The development of the Company’s product candidates or commercialization of its approved product could be further disrupted and adversely affected by a resurgence of the COVID-19 pandemic. The Company experienced significant delays in the supply chain for LungFit ® |
Cash and Cash Equivalents and Concentration of Credit Risk | Cash and Cash Equivalents and Concentration of Credit Risk The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase and an investment in a U.S. government money market fund to be cash equivalents. The Company maintains its cash and cash equivalents in highly rated financial institutions in Israel, Ireland and the U.S., the balances of which, at times, may exceed federally insured limits. As of June 30, 2022, restricted cash was unchanged from March 31, 2022 at $ 10.0 2.6 million was designated for a contract manufacturer to be used for materials and parts that require long lead times and $ 7.4 million was held as collateral to secure a supersedeas bond for an appeal of a lawsuit (see Note 14). The following table is the reconciliation of the presentation and disclosure of cash, cash equivalents and restricted cash as shown on the Company’s consolidated statements of cash flows (in thousands): SCHEDULE OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH June 30, 2022 March 31, 2022 Cash and cash equivalents $ 72,773 $ 80,242 Restricted cash 9,989 9,988 Total $ 82,762 $ 90,230 BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligation(s) in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligation(s) in the contract and (v) recognize revenue when (or as) the Company satisfies the performance obligation(s). At contract inception, the Company assesses the goods or services promised within each contract, assesses whether each promised good or service is distinct and identifies those promised goods or services that are performance obligations. The Company uses judgment to determine (a) the number of performance obligations based on the determination under step (ii) above and whether those performance obligations are distinct from other performance obligations in the contract (b) the transaction price under step (iii) above and (c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of the transaction price in step (iv) above. The Company also uses judgment to determine whether milestones or other variable consideration, except for royalties, should be included in the transaction price. The transaction price is allocated to each performance obligation on an estimated stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under contract are satisfied. Where a portion of non-refundable up-front fees or other payments received are allocated to continuing performance obligations under the terms of a license arrangement, such fees or other payments are recorded as contract liabilities and recognized as revenue when (or as) the underlying performance obligation is satisfied. |
Grant Receivable | Grant Receivable Under a collaboration arrangement with the Cystic Fibrosis Foundation (“CFF”), grant milestones are achieved subject to certain performance steps and requirements under a development program. Grant milestones are recorded as reimbursements against the applicable portion of the Company’s research and development expenses. Such reimbursements are reflected as a reduction of research and development expenses in the Company’s consolidated statements of operations and comprehensive income (loss), as the performance of research and development services for reimbursement is not considered to be an ongoing component or central to the Company’s operations. See Note 11. |
Segment Reporting | Segment Reporting Commencing with the creation of Beyond Cancer in November 2021 (see Note 15), the Company’s operations became classified into two segments, Beyond Air and Beyond Cancer. Each segment has its own Management team, Board of Directors, Corporate Officers and legal entities. As of June 30, 2022, Beyond Air, Inc. owns 80 The following table summarizes segment financial information by business segment for the three months ended June 30, 2022: SCHEDULE OF SEGEMENT FINANCIAL INFORMATION BY BUSINESS SEGMENT (in thousands) Beyond Air Beyond Cancer Net loss for the three months ended June 30, 2022 $ (8,053 ) $ (3,601 ) Operating activities included in net loss: Depreciation and amortization 120 2 Stock-based compensation expense 2,370 2,254 Cash and cash equivalents $ 46,671 $ 26,101 All other assets 18,551 580 Total liabilities (20,028 ) (525 ) Net assets – net liabilities $ 45,194 $ 26,156 Non-controlling interests $ - $ 5,230 Cash used in operations $ (5,512 ) $ (1,328 ) |
Research and Development | Research and Development Research and development expenses are charged to the statement of operations as incurred. Research and development expenses include salaries, benefits, stock-based compensation and costs incurred by outside laboratories, manufacturers, clinical research organizations, consultants, and accredited facilities in connection with preclinical studies and clinical trials. Research and development expenses are partially offset by the benefit of tax incentive payments for qualified research and development expenditures from the Australian tax authority (“AU Tax Rebates”). The Company does not record AU Tax Rebates until payment is received due to the uncertainty of receipt. In the three months ended June 30, 2022 and June 30, 2021, the Company received an AU Tax Rebate in the amount of $ 182 0 BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) |
Foreign Exchange Transactions | Foreign Exchange Transactions The Company’s subsidiaries transact in U.S. dollars, Euros, New Israeli Shekels and Australian dollars. The Company’s main operations are in the United States and the U.S. dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future. The Company translated its non-U.S. operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Gains or losses from foreign currency transactions are included in other income (expense) in the statement of operations as foreign currency exchange gain/(loss). In consolidating international subsidiaries, balance sheet currency effects are recorded as a component of accumulated other comprehensive income. The other current and non-current assets line within the Statement of Cash Flows includes the impact of foreign currency translation. This equity account includes the results of translating certain balance sheet assets and liabilities at current exchange rates and some accounts at historical rates. For the three months ended June 30, 2022 and June 30, 2021, the Company recorded a gain of $ 172 0 |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. Fair value for restricted stock unit awards is valued using the closing price of the Company’s common stock on the date of grant. The grant date fair value is recognized over the requisite service period during which an employee and non-employee is required to provide service in exchange for the award. The grant date fair value of employee and non-employee share options is estimated using the Black-Scholes option pricing model. The risk-free interest rate assumptions were based upon the observed interest rates appropriate for the expected term of the equity instruments. The expected dividend yield was assumed to be zero as the Company has not paid any dividends since its inception and does not anticipate paying dividends in the foreseeable future. Due to the Company’s limited trading history, the Company utilizes weighting of its historical volatility and the implied volatility based on an aggregate of guideline companies. The Company uses the simplified method to estimate the expected term. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and accumulated amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful life of the assets as follows: SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE OF ASSETS Computer equipment Three years Furniture and fixtures Seven years Clinical and medical equipment Five or Fifteen years Leasehold improvements Shorter of term of lease or estimated useful life of the asset |
Licensed Right to Use Technology | Licensed Right to Use Technology Licensed right to use technology that is considered platform technology with alternative future uses is recorded as an intangible asset and is amortized on a straight-line method over its estimated useful life, determined to be thirteen years (see Note 14). The expected amortization expense for the next five fiscal years and thereafter is as follows for the year ended March 31 (in thousands): SCHEDULE OF FUTURE EXPECTED AMORTIZATION EXPENSE 2023 $ 156 2024 208 2025 208 2026 208 2027 208 Thereafter 798 Total $ 1,785 |
Long-Lived Assets | Long-Lived Assets The Company assess the impairment of long-lived assets on an ongoing basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that the Company considers as potential triggers of an impairment review include the following: ● significant underperformance relative to expected historical or projected future operating results, ● significant changes in the manner of the Company’s use of the acquired assets or the strategy for its overall business, ● significant negative regulatory or economic trends, and ● significant technological changes, which would render the platform technology, equipment, and manufacturing processes obsolete. BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) Recoverability of assets that will continue to be used in the Company’s operations is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset or asset group. Future undiscounted cash flows include estimates of future revenues, driven by market growth rates, and estimates of future costs. There were no events during the reporting periods that were deemed to be a triggering event that would require an impairment assessment. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. As of June 30, 2022, the Company recorded a valuation allowance to the full extent of the Company’s net deferred tax assets since the likelihood of realization of the benefit does not meet the more-likely-than-not threshold. The Company’s reserves related to taxes are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. As of June 30, 2022, the Company had no unrecognized tax benefits or related interest and penalties accrued. The Company has not, as yet, conducted a study of research and development (“R&D”) credit carryforwards. This study may result in an adjustment to the Company’s R&D credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s R&D credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if an adjustment were required. The Company would recognize both accrued interest and penalties related to unrecognized benefits in income tax expense. The Company’s uncertain tax positions are related to years that remain subject to examination by relevant tax authorities. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S. federal, state and local income tax authorities for all tax years in which a loss carryforward is available. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic and diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to Beyond Air, Inc., by the weighted average number of shares of common stock outstanding for the period. The dilutive effect of outstanding options, warrants, restricted stock and other stock-based compensation awards is reflected in diluted net income (loss) per share by application of the treasury stock method. The calculation of diluted net income (loss) attributed to common stockholders per share excludes all anti-dilutive shares of common stock. For periods in which the Company has reported net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because such shares of common stock are not assumed to have been issued if their effect is anti-dilutive (see Note 9). |
Recently Issued Accounting Standards Adopted | Recently Issued Accounting Standards Adopted The Financial Accounting Standards Board (“FASB”) recently issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to reduce complexity in applying U.S. GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in Accounting Standards Codification (“ASU”) 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (“EPS”) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for public entities, excluding smaller reporting companies, for fiscal years beginning after December 15, 2021. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The adoption of ASU 2020-06 did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. |
Recently Issued Accounting Standards, Not Yet Adopted | Recently Issued Accounting Standards, Not Yet Adopted In September 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326). The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. In February 2020, the FASB issued ASU 2020-02, Financial Instruments – Credit Losses (Topic 326), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company are currently assessing the impact of the adoption of this ASU on its financial statements. BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | The following table is the reconciliation of the presentation and disclosure of cash, cash equivalents and restricted cash as shown on the Company’s consolidated statements of cash flows (in thousands): SCHEDULE OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH June 30, 2022 March 31, 2022 Cash and cash equivalents $ 72,773 $ 80,242 Restricted cash 9,989 9,988 Total $ 82,762 $ 90,230 |
SCHEDULE OF SEGEMENT FINANCIAL INFORMATION BY BUSINESS SEGMENT | The following table summarizes segment financial information by business segment for the three months ended June 30, 2022: SCHEDULE OF SEGEMENT FINANCIAL INFORMATION BY BUSINESS SEGMENT (in thousands) Beyond Air Beyond Cancer Net loss for the three months ended June 30, 2022 $ (8,053 ) $ (3,601 ) Operating activities included in net loss: Depreciation and amortization 120 2 Stock-based compensation expense 2,370 2,254 Cash and cash equivalents $ 46,671 $ 26,101 All other assets 18,551 580 Total liabilities (20,028 ) (525 ) Net assets – net liabilities $ 45,194 $ 26,156 Non-controlling interests $ - $ 5,230 Cash used in operations $ (5,512 ) $ (1,328 ) |
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE OF ASSETS | Property and equipment are stated at cost less accumulated depreciation and accumulated amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful life of the assets as follows: SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE OF ASSETS Computer equipment Three years Furniture and fixtures Seven years Clinical and medical equipment Five or Fifteen years Leasehold improvements Shorter of term of lease or estimated useful life of the asset |
SCHEDULE OF FUTURE EXPECTED AMORTIZATION EXPENSE | The expected amortization expense for the next five fiscal years and thereafter is as follows for the year ended March 31 (in thousands): SCHEDULE OF FUTURE EXPECTED AMORTIZATION EXPENSE 2023 $ 156 2024 208 2025 208 2026 208 2027 208 Thereafter 798 Total $ 1,785 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT (IN THOUSANDS) June 30, 2022 March 31, Clinical and medical equipment $ 1,782 $ 1,682 Computer equipment 464 364 Furniture and fixtures 349 311 Leasehold improvements 427 404 Property and equipment, gross 3,022 2,762 Accumulated depreciation and amortization (890 ) (767 ) Property and equipment, net $ 2,132 $ 1,995 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF RESTRICTED STOCK AWARDS | A summary of the Company’s restricted stock unit awards for the three months ended June 30, 2022 is as follows: SCHEDULE OF RESTRICTED STOCK AWARDS Number Of Shares Weighted Average Grant Date Fair Value Unvested as of April 1, 2022 949,600 6.92 Granted - - Vested - - Forfeited - - Unvested as of June 30, 2022 949,600 $ 6.92 |
SCHEDULE OF FAIR VALUE OF OPTION | The following was utilized to calculate the fair value of options on the date of grant: SCHEDULE OF FAIR VALUE OF OPTION June 30, 2022 June 30, 2021 Risk-free interest rate 2.5 3.4 % 1.1 % Expected volatility (Beyond Air) 88.6 89.1 % 91.1 91.8 % Expected volatility (Beyond Cancer) 95.3 104.7 % n/a Dividend yield 0 % 0 % Expected terms (in years) 6.25 6.25 |
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE | The following summarizes the components of stock-based compensation expense which included stock options and restricted stock for the three months ended June 30, 2022 and June 30, 2021: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE 2022 2021 Three Months Ended (in thousands) June 30, 2022 2021 Research and development $ 925 $ 365 General and administrative 3,699 851 Total $ 4,624 $ 1,216 |
SUMMARY OF COMPANY’S OUTSTANDING WARRANTS | A summary of the Company’s outstanding warrants as of June 30, 2022 is as follows: SUMMARY OF COMPANY’S OUTSTANDING WARRANTS Warrant Holders Number Of Warrants Exercise Price Intrinsic Value (in thousands) Date of Expiration Third-party license agreement 208,333 $ 4.80 $ 394 January 2024 March 2020 loan (see Note 12) 172,187 $ 7.26 - March 2025 NitricGen Agreement 80,000 $ 6.90 - January 2028 Total 460,520 $ 6.08 $ 394 |
2013 Beyond Air Equity Incentive Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | A summary of the change in options for the 3 months ended June 30, 2022 is as follows: SCHEDULE OF OPTION ACTIVITY Number Of Options Weighted Average Exercise Price Options Weighted Average Remaining Contractual Life- Options Aggregate Intrinsic Value (in thousands) Options outstanding as of April 1, 2022 5,508,631 $ 5.60 8.1 $ 6,831 Granted 31,000 5.58 - - Exercised (8,000 ) 5.35 - - Forfeited (23,875 ) 5.98 - - Outstanding as of June 30, 2022 5,507,756 $ 5.60 7.8 $ 6,875 Exercisable as of June 30, 2022 2,521,506 $ 4.71 6.5 $ 5,002 |
2021 Beyond Cancer Ltd Equity Incentive Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF OPTION ACTIVITY | SCHEDULE OF OPTION ACTIVITY Number Of Options Weighted Average Exercise Price–- Options Weighted Average Remaining Contractual Life- Options Aggregate Intrinsic Value (thousands) Options outstanding as of April 1, 2022 1,763,500 $ 2.76 9.4 $ 12,768 Granted 60,000 10.00 9.8 - Exercise - - - - Forfeited - - - - Outstanding as of June 30, 2022 1,823,500 $ 3.00 9.4 $ 12,768 Exercisable as of June 30, 2022 - $ - - $ - |
OTHER CURRENT ASSETS AND PREP_2
OTHER CURRENT ASSETS AND PREPAID EXPENSES (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Other Current Assets And Prepaid Expenses | |
SCHEDULE OF CURRENT ASSETS AND PREPAID EXPENSES | A summary of current assets and prepaid expenses is as follows (in thousands): SCHEDULE OF CURRENT ASSETS AND PREPAID EXPENSES June 30, 2022 March 31, 2022 Research and development $ 94 $ 216 Insurance 735 1,037 Professional - 3 Value added tax receivable 135 282 Other 534 505 Total $ 1,497 $ 2,044 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
SUMMARY OF ACCRUED EXPENSES | A summary of the accrued expenses is as follows (in thousands): SUMMARY OF ACCRUED EXPENSES June 30, 2022 March 31, 2022 Research and development $ 670 $ 1,006 Professional fees 542 442 Employee salaries and benefits 428 409 Accrual for contingent liabilities (Note 14) 2,475 2,435 Accrued Circassia Settlement first payment due in 2022 (Note 10) 2,500 2,500 Accrued NitricGen agreement post FDA approval (Note 14) 1,500 1,500 Other 99 82 Total short-term accrued expenses $ 8,213 $ 8,374 Accrued Circassia Settlement payments due in more than 12 months (Note 10) $ 8,000 $ 8,000 Total other long-term liabilities $ 8,000 $ 8,000 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Leases | |
SCHEDULE OF OPERATING LEASE LIABILITY | SCHEDULE OF OPERATING LEASE LIABILITY June 30, 2022 March 31, 2022 Right-of-use assets $ 2,354 $ 2,216 Operating lease liability short-term $ 290 $ 281 Operating lease liability long-term 2,193 2,079 Total $ 2,483 $ 2,361 |
SCHEDULE OF LEASE OTHER INFORMATION | SCHEDULE OF LEASE OTHER INFORMATION Other Information For The Three Months Ended June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Cash paid (thousands) $ 138 Right-of-use assets obtained in exchange for new operating lease liabilities: Weighted-average remaining lease term — operating leases 7.0 Weighted-average discount rate — operating leases 8.3 % |
SCHEDULE OF MATURITY OF LEASE LIABILITIES | SCHEDULE OF MATURITY OF LEASE LIABILITIES Maturity of Lease Liabilities Operating Leases Payments remaining for the year ended March 31 (in thousands): 2023 $ 351 2024 506 2025 499 2026 508 2027 360 Thereafter 1,081 Total lease payments 3,305 Less: interest (822 ) Present value of lease liabilities $ 2,483 |
BASIC AND DILUTED NET INCOME _2
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF POTENTIAL ANTI-DILUTIVE SECURITIES | The following potentially dilutive securities were not included in the calculation of diluted net income (loss) per share attributable to common stockholders of Beyond Air because their effect would have been anti-dilutive for the periods presented: SCHEDULE OF POTENTIAL ANTI-DILUTIVE SECURITIES June 30, 2022 June 30, 2021 Common stock warrants 460,520 3,433,623 Common stock options 5,507,756 4,224,222 Restricted shares 949,600 546,200 Total 6,917,876 8,204,045 |
LONG-TERM LOAN (Tables)
LONG-TERM LOAN (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF MATURITY OF LONG-TERM LOAN | SCHEDULE OF MATURITY OF LONG-TERM LOAN Maturity of Long-Term Loan (in thousands) June 30, 2022 2022 $ - 2023 - 2024 80 2025 120 Total $ 200 |
LOAN PAYABLE (Tables)
LOAN PAYABLE (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LOAN PAYABLE | As of June 30, 2022 in connection with the Company’s insurance policy, a loan was used to finance part of the premium. The details concerning the loan are as follows: SCHEDULE OF LOAN PAYABLE June 30, 2022 March 31, 2022 Amount outstanding (in thousands) $ 619 $ 927 Monthly payments (in thousands) $ 104 $ 104 Number of monthly payments 6 9 Interest rate 1.3 % 1.3 % Due date December 2022 December 2022 |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |||
Nov. 04, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Nov. 18, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Proceeds from private placement | $ 1,031 | |||
Beyond Cancer [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Ownership percentage | 80% | 80% | 80% | |
Beyond Cancer [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Equity, ownership percentage | 20% | 80% | 20% | |
Beyond Cancer [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Proceeds from private placement | $ 30,000 | |||
Retirement of long-term debt | $ 4,800 |
SCHEDULE OF CASH AND CASH EQUIV
SCHEDULE OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 72,773 | $ 80,242 |
Restricted cash | 9,989 | 9,988 |
Total | $ 82,762 | $ 90,230 |
SCHEDULE OF SEGEMENT FINANCIAL
SCHEDULE OF SEGEMENT FINANCIAL INFORMATION BY BUSINESS SEGMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | |
Net loss for the three months ended June 30, 2022 | $ (10,934) | $ (6,743) | |
Share-Based Payment Arrangement, Noncash Expense | 4,624 | 1,216 | |
Cash and cash equivalents | 72,773 | $ 80,242 | |
Total liabilities | (20,553) | (20,990) | |
Non-controlling interests | 5,230 | $ 5,505 | |
Cash used in operations | (6,840) | $ (3,918) | |
Beyond Air [Member] | |||
Net loss for the three months ended June 30, 2022 | (8,053) | ||
Depreciation, Amortization and Accretion, Net | 120 | ||
Share-Based Payment Arrangement, Noncash Expense | 2,370 | ||
Cash and cash equivalents | 46,671 | ||
All other assets | 18,551 | ||
Total liabilities | (20,028) | ||
Net assets – net liabilities | 45,194 | ||
Non-controlling interests | |||
Cash used in operations | (5,512) | ||
Beyond Cancer [Member] | |||
Net loss for the three months ended June 30, 2022 | (3,601) | ||
Depreciation, Amortization and Accretion, Net | 2 | ||
Share-Based Payment Arrangement, Noncash Expense | 2,254 | ||
Cash and cash equivalents | 26,101 | ||
All other assets | 580 | ||
Total liabilities | (525) | ||
Net assets – net liabilities | 26,156 | ||
Non-controlling interests | 5,230 | ||
Cash used in operations | $ (1,328) |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE OF ASSETS (Details) | 3 Months Ended |
Jun. 30, 2022 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of assets | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of assets | 7 years |
Clinical and Medical Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of assets, description | Five or Fifteen years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of assets, description | Shorter of term of lease or estimated useful life of the asset |
SCHEDULE OF FUTURE EXPECTED AMO
SCHEDULE OF FUTURE EXPECTED AMORTIZATION EXPENSE (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Accounting Policies [Abstract] | |
2023 | $ 156 |
2024 | 208 |
2025 | 208 |
2026 | 208 |
2027 | 208 |
Thereafter | 798 |
Total | $ 1,785 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |||||||
Feb. 04, 2022 | Feb. 04, 2022 | Nov. 18, 2021 | May 14, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Nov. 04, 2021 | |
Net cash used in operating activities | $ 6,840 | $ 3,918 | ||||||
Accumulated losses | 134,573 | $ 123,639 | ||||||
Cash | 72,800 | |||||||
Proceeds from issuance of common stock | 7,482 | |||||||
Restricted Cash | 10,000 | |||||||
Restricted cash and cash equivalents, current | 7,400 | |||||||
Tax rebate | 182 | 0 | ||||||
Accumulated other comprehensive income | 172 | |||||||
Contract Manufacturer [Member] | ||||||||
Restricted Cash | 2,600 | |||||||
Stock Purchase Agreement [Member] | ||||||||
Proceeds from issuance of common stock | 0 | $ 1,000 | ||||||
At The Market Equity Offering [Member] | ||||||||
Proceeds from issuance sale of equity | $ 50,000 | $ 50,000 | 50,000 | |||||
Beyond Cancer [Member] | ||||||||
Net cash used in operating activities | 1,328 | |||||||
Cash | 46,700 | |||||||
Proceeds from issuance of common stock | $ 30,000 | |||||||
Lincoln Park Capital Fund LLC [Member] | Stock Purchase Agreement [Member] | ||||||||
Proceeds from issuance of common stock | $ 40,000 | |||||||
Remaining available issuance of common stock | $ 18,100 | |||||||
Beyond Cancer [Member] | ||||||||
Equity method onership percentage | 20% | 80% | 20% | |||||
Beyond Cancer [Member] | Noncontrolling Interest [Member] | ||||||||
Equity method onership percentage | 20% |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,022 | $ 2,762 |
Accumulated depreciation and amortization | (890) | (767) |
Property and equipment, net | 2,132 | 1,995 |
Clinical and Medical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,782 | 1,682 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 464 | 364 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 349 | 311 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 427 | $ 404 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 121 | $ 58 |
SCHEDULE OF RESTRICTED STOCK AW
SCHEDULE OF RESTRICTED STOCK AWARDS (Details) | 3 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Equity [Abstract] | |
Unvested number of shares, beginning balance | shares | 949,600 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 6.92 |
Number of shares, granted | shares | |
Weighted average grant date fair value, granted | $ / shares | |
Number of shares, vested | shares | |
Weighted average grant date fair value,vested | $ / shares | |
Number of shares, forfeited | shares | |
Weighted average grant date fair value,forfeited | $ / shares | |
Unvested number of shares, ending balance | shares | 949,600 |
Weighted average grant date fair value, ending balance | $ / shares | $ 6.92 |
SCHEDULE OF OPTION ACTIVITY (De
SCHEDULE OF OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
2013 Beyond Air Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average exercise price - options outstanding at ending of period | $ 5.60 | |
2013 Beyond Air Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options, outstanding at beginning of period | 5,508,631 | |
Weighted average exercise price - options, outstanding at beginning of period | $ 5.60 | |
Weighted average remaining contractual life - options, outstanding at end of period | 7 years 9 months 18 days | 8 years 1 month 6 days |
Aggregate intrinsic value, outstanding at beginning of period | $ 6,831 | |
Number of options outstanding, granted | 31,000 | |
Weighted average exercise price - options exercised | $ 5.58 | |
Number of options outstanding exercised | (8,000) | |
Weighted average exercise price - options exercised | $ 5.35 | |
Number of options outstanding forfeited | (23,875) | |
Weighted average exercise price - options forfeited | $ 5.98 | |
Number of options outstanding at ending of period | 5,507,756 | 5,508,631 |
Weighted average exercise price - options outstanding at ending of period | $ 5.60 | |
Aggregate intrinsic value, outstanding at end of period | $ 6,875 | $ 6,831 |
Number of options outstanding, exercisable | 2,521,506 | |
Weighted average exercise price - options, exercisable | $ 4.71 | |
Weighted average remaining contractual life - options,exercisable | 6 years 6 months | |
Aggregate intrinsic value, exercisable | $ 5,002 | |
Number of options outstanding exercised | 8,000 | |
Number of options outstanding forfeited | 23,875 | |
2021 Beyond Cancer Ltd Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options, outstanding at beginning of period | 1,763,500 | |
Weighted average exercise price - options, outstanding at beginning of period | $ 2.76 | |
Weighted average remaining contractual life - options, outstanding at end of period | 9 years 4 months 24 days | 9 years 4 months 24 days |
Aggregate intrinsic value, outstanding at beginning of period | $ 12,768 | |
Number of options outstanding, granted | 60,000 | |
Weighted average exercise price - options exercised | $ 10 | |
Number of options outstanding exercised | ||
Weighted average exercise price - options exercised | ||
Number of options outstanding forfeited | ||
Weighted average exercise price - options forfeited | ||
Number of options outstanding at ending of period | 1,823,500 | 1,763,500 |
Weighted average exercise price - options outstanding at ending of period | $ 3 | $ 2.76 |
Aggregate intrinsic value, outstanding at end of period | $ 12,768 | $ 12,768 |
Number of options outstanding, exercisable | ||
Weighted average exercise price - options, exercisable | ||
Weighted average remaining contractual life - options,exercisable | 0 years | |
Aggregate intrinsic value, exercisable | ||
Weighted average remaining contractual life - options ,granted | 9 years 9 months 18 days | |
Number of options outstanding exercised | ||
Number of options outstanding forfeited |
SCHEDULE OF FAIR VALUE OF OPTIO
SCHEDULE OF FAIR VALUE OF OPTION (Details) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Risk-free interest rate | 1.10% | |
Dividend yield | 0% | 0% |
Expected term (in years) | 6 years 3 months | |
Minimum [Member] | ||
Risk-free interest rate | 2.50% | |
Expected term (in years) | 6 years 3 months | |
Minimum [Member] | Beyond Air [Member] | ||
Expected volatility | 88.60% | 91.10% |
Minimum [Member] | Beyond Cancer [Member] | ||
Expected volatility | 95.30% | |
Maximum [Member] | ||
Risk-free interest rate | 3.40% | |
Maximum [Member] | Beyond Air [Member] | ||
Expected volatility | 89.10% | 91.80% |
Maximum [Member] | Beyond Cancer [Member] | ||
Expected volatility | 104.70% |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Total | $ 4,624 | $ 1,216 |
Research and Development Expense [Member] | ||
Total | 925 | 365 |
General and Administrative Expense [Member] | ||
Total | $ 3,699 | $ 851 |
SUMMARY OF COMPANY_S OUTSTANDIN
SUMMARY OF COMPANY’S OUTSTANDING WARRANTS (Details) | 3 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Defined Benefit Plan Disclosure [Line Items] | |
Number of Warrants | shares | 460,520 |
Exercise Price | $ / shares | $ 6.08 |
Intrinsic Value | $ | $ 394 |
March Two Thousand Twenty [Member] | Loan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Number of Warrants | shares | 172,187 |
Exercise Price | $ / shares | $ 7.26 |
Date of Expiration | March 2025 |
Third Party License Agreement [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Number of Warrants | shares | 208,333 |
Exercise Price | $ / shares | $ 4.80 |
Intrinsic Value | $ | $ 394 |
Date of Expiration | January 2024 |
NitricGen Agreement [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Number of Warrants | shares | 80,000 |
Exercise Price | $ / shares | $ 6.90 |
Date of Expiration | January 2028 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Feb. 04, 2022 | Feb. 04, 2022 | May 14, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Dec. 01, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Proceeds from issuance of common stock | $ 7,482 | ||||||
Grant | 0 | ||||||
2013 Beyond Air Equity Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock option vesting term, description | The vesting terms of the options issued under the 2013 BA Plan are generally four years and expire in ten years from the grant date | ||||||
Stock option vesting term | 10 years | ||||||
Stock option shares authorized for issuance | 7,600,000 | 2,000,000 | |||||
Grant | 402,636 | ||||||
Weighted average remaining contractual term | 7 years 9 months 18 days | 8 years 1 month 6 days | |||||
Share based compensation arrangements by share based payment award options grants in period weighted average exercise price | $ 5.58 | ||||||
2013 Beyond Air Equity Incentive Plan [Member] | Unvested Stock Options [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Employee Service Share Based Compensation | $ 9,000 | ||||||
Weighted average remaining contractual term | 1 year 7 months 6 days | ||||||
Share based compensation arrangements by share based payment award options grants in period weighted average exercise price | $ 4.22 | $ 4.05 | |||||
2021 Beyond Cancer Ltd Equity Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock option vesting term, description | The vesting terms of the options issued under the 2021 BC Plan are generally four years and expire in ten years from the grant date | ||||||
Stock option vesting term | 10 years | ||||||
Grant | 176,500 | ||||||
Weighted average remaining contractual term | 9 years 4 months 24 days | 9 years 4 months 24 days | |||||
Share based compensation arrangements by share based payment award options grants in period weighted average exercise price | $ 10 | ||||||
2021 Beyond Cancer Ltd Equity Incentive Plan [Member] | Unvested Stock Options [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Employee Service Share Based Compensation | $ 12,400 | ||||||
Weighted average remaining contractual term | 2 years 6 months | ||||||
Share based compensation arrangements by share based payment award options grants in period weighted average exercise price | $ 8.26 | ||||||
Stock Purchase Agreement [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Issuance of stock consideration | $ 40,000 | ||||||
Sale of stock price per share | $ 0.25 | ||||||
Proceeds from issuance of common stock | $ 0 | $ 1,000 | |||||
Sale of stock | 200,000 | 0 | |||||
Shares available under agreement, value | $ 18,100 | ||||||
At The Market Equity Offering [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Proceeds from issuance sale of equity | $ 50,000 | $ 50,000 | $ 50,000 | ||||
Fees paid percentage | 3% |
SCHEDULE OF CURRENT ASSETS AND
SCHEDULE OF CURRENT ASSETS AND PREPAID EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Total | $ 1,497 | $ 2,044 |
Research and Development Expense [Member] | ||
Total | 94 | 216 |
Insurance [Member] | ||
Total | 735 | 1,037 |
Professional [Member] | ||
Total | 3 | |
Value Added Tax Receivable [Member] | ||
Total | 135 | 282 |
Other [Member] | ||
Total | $ 534 | $ 505 |
SUMMARY OF ACCRUED EXPENSES (De
SUMMARY OF ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Payables and Accruals [Abstract] | ||
Research and development | $ 670 | $ 1,006 |
Professional fees | 542 | 442 |
Employee salaries and benefits | 428 | 409 |
Accrual for contingent liabilities (Note 14) | 2,475 | 2,435 |
Accrued Circassia Settlement first payment due in 2022 (Note 10) | 2,500 | 2,500 |
Accrued NitricGen agreement post FDA approval (Note 14) | 1,500 | 1,500 |
Other | 99 | 82 |
Total short-term accrued expenses | 8,213 | 8,374 |
Accrued Circassia Settlement payments due in more than 12 months (Note 10) | 8,000 | 8,000 |
Total other long-term liabilities | $ 8,000 | $ 8,000 |
SCHEDULE OF OPERATING LEASE LIA
SCHEDULE OF OPERATING LEASE LIABILITY (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Leases | ||
Right-of-use assets | $ 2,354 | $ 2,216 |
Operating lease liability short-term | 290 | 281 |
Operating lease liability long-term | 2,193 | 2,079 |
Total | $ 2,483 | $ 2,361 |
SCHEDULE OF LEASE OTHER INFORMA
SCHEDULE OF LEASE OTHER INFORMATION (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Leases | |
Cash paid | $ 138 |
Weighted Average Remaining Lease Term | 7 years |
Weighted-average discount rate - operating leases | 8.30% |
SCHEDULE OF MATURITY OF LEASE L
SCHEDULE OF MATURITY OF LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Leases | ||
2023 | $ 351 | |
2024 | 506 | |
2025 | 499 | |
2026 | 508 | |
2027 | 360 | |
Thereafter | 1,081 | |
Total lease payments | 3,305 | |
Less: interest | (822) | |
Present value of lease liabilities | $ 2,483 | $ 2,361 |
LEASES (Details Narrative)
LEASES (Details Narrative) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases | |
Right-of-use asset valuation | $ 299 |
SCHEDULE OF POTENTIAL ANTI-DILU
SCHEDULE OF POTENTIAL ANTI-DILUTIVE SECURITIES (Details) - shares | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 6,917,876 | 8,204,045 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 460,520 | 3,433,623 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,507,756 | 4,224,222 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 949,600 | 546,200 |
LICENSE AGREEMENT (Details Narr
LICENSE AGREEMENT (Details Narrative) - USD ($) $ in Millions | May 25, 2021 | Jun. 30, 2022 |
Loss Contingencies [Line Items] | ||
Litigation settlement amount | $ 10.5 | |
Loss contingency accrual payments | 6 | |
Loss contingency accrual payments | $ 10.5 | |
Settled Litigation One [Member] | ||
Loss Contingencies [Line Items] | ||
Litigation settlement amount | 2.5 | |
Settled Litigation One [Member] | Circassia Limited [Member] | ||
Loss Contingencies [Line Items] | ||
Litigation settlement amount | $ 3.5 | |
Royalty payment percentage | 5% | |
Settled Litigation Two [Member] | Circassia Limited [Member] | ||
Loss Contingencies [Line Items] | ||
Litigation settlement amount | $ 4.5 |
GRANT COLLABORATON AGREEMENT (D
GRANT COLLABORATON AGREEMENT (Details Narrative) - Cystic Fibrosis Foundation [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 10, 2021 | Jun. 30, 2022 | |
Product Information [Line Items] | ||
Grants receivable | $ 2,170 | |
Payments for royalties | $ 425 | |
Accrued additional royalties | 479 | |
Reduction of research and Developement costs | 1,329 | |
Other expenses | $ 157 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 10% |
SCHEDULE OF MATURITY OF LONG-TE
SCHEDULE OF MATURITY OF LONG-TERM LOAN (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 | |
2023 | |
2024 | 80 |
2025 | 120 |
Total | $ 200 |
SCHEDULE OF LOAN PAYABLE (Detai
SCHEDULE OF LOAN PAYABLE (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) Number | Mar. 31, 2022 USD ($) Number | Nov. 08, 2021 | Mar. 31, 2021 | |
Debt Disclosure [Abstract] | ||||
LoansPayable | $ 619 | $ 927 | ||
Monthly payments | $ 104 | $ 104 | ||
Number of monthly payments | Number | 6 | 9 | ||
Interest rate | 1.30% | 10% | 1.30% | |
Due date | December 2022 | December 2022 |
LONG-TERM LOAN (Details Narrati
LONG-TERM LOAN (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 08, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Oct. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 17, 2020 |
Debt Instrument [Line Items] | |||||||
Loans payable | $ 619 | $ 927 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.08 | ||||||
Repayments of long term debt | $ 200 | ||||||
Debt instrument rate | 10% | 1.30% | 1.30% | ||||
Debt maturity date | Mar. 17, 2025 | ||||||
Lenders [Member] | Facility Agreement [Member] | Warrant [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 172,826 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.26 | ||||||
Lenders [Member] | Facility Agreement [Member] | One Tranche [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loans payable | $ 5,000 | $ 5,000 | |||||
Maximum [Member] | Lenders [Member] | Facility Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loans payable | $ 25,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | Dec. 28, 2021 | Nov. 14, 2021 | Oct. 14, 2021 | Jan. 31, 2018 | Jan. 13, 2017 | Oct. 22, 2013 | Jun. 30, 2022 | Sep. 30, 2021 | Mar. 16, 2018 |
Outstanding amount under purchase | $ 3,000 | ||||||||
Loss contingency damages | $ 5,800 | ||||||||
Collateral amount | $ 7,400 | ||||||||
Asset acquisition contingent consideration liability current | $ 2,400 | ||||||||
January 2017 Offering [Member] | |||||||||
Warrants were received | 83,334 | ||||||||
Warrant [Member] | |||||||||
Warrants issued | 166,672 | ||||||||
NitricGen, Inc [Member] | |||||||||
Future payments based on certain milestones | $ 2,000 | ||||||||
Hudson Bay [Member] | |||||||||
Loss contingency damages | $ 2,600 | ||||||||
Patent License Agreement [Member] | CareFusion [Member] | |||||||||
Non-refundable upfront fee | $ 150 | ||||||||
Royalty percentage | 5% | ||||||||
Payment to royalties | $ 50 | ||||||||
Option Agreement [Member] | |||||||||
Payments for development and milestone payment | $ 500 | ||||||||
Milestone payments | 87,000 | ||||||||
Sales related milestones payments | $ 83,000 | ||||||||
Execution Agreement [Member] | |||||||||
Future payments based on certain milestones | 1,800 | ||||||||
Execution Agreement [Member] | After Six Months [Member] | |||||||||
Future payments based on certain milestones | 1,500 | ||||||||
Execution Agreement [Member] | NitricGen, Inc [Member] | |||||||||
Payment to royalties | 100 | ||||||||
Future payments based on certain milestones | $ 100 | ||||||||
Warrants were received | 100,000 | ||||||||
Options to purchase common stock, value | $ 295 |
BEYOND CANCER (Details Narrativ
BEYOND CANCER (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Nov. 18, 2021 | Nov. 04, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Nov. 30, 2021 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Proceeds from issuance of common stock | $ 7,482 | |||||
Amount of terminated loan | $ 4,800 | |||||
Proceeds from related party debt | $ 1,100 | |||||
Cash | 72,800 | |||||
Net income loss | (10,934) | $ (6,743) | ||||
Beyond Cancer [Member] | ||||||
Derivative assets liabilities at fair value net | 26,200 | $ 27,500 | ||||
Cash | 26,100 | $ 27,700 | ||||
Net income loss | $ 3,600 | |||||
Beyond Cancer [Member] | ||||||
Minority interest ownership | 80% | 80% | 80% | |||
Beyond Cancer [Member] | ||||||
Equity method investment, ownership percentage | 20% | 20% | 80% | |||
Common Stock [Member] | ||||||
Number of shares issued | 1,239,405 | |||||
Beyond Cancer [Member] | ||||||
Common stock, par value | $ 1 | |||||
Common stock price per share | $ 10 | |||||
Proceeds from issuance of common stock | $ 30,000 | |||||
Related party invested | $ 1,100 | $ 1,100 | ||||
Cash | $ 46,700 | |||||
Net income loss | $ (3,601) | |||||
Beyond Cancer [Member] | Common Stock [Member] | ||||||
Number of shares issued | 3,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ in Millions | Nov. 30, 2021 | Nov. 04, 2021 |
Beyond Cancer [Member] | ||
Related party invested | $ 1.1 | $ 1.1 |