STOCKHOLDERS’ EQUITY | NOTE 5 STOCKHOLDERS’ EQUITY On April 2, 2020, the Company entered into an At-The-Market Equity Offering Sales Agreement (the “2020 ATM”), allowing the Company to sell its common stock for aggregate sales proceeds of up to $ 50 million from time to time and at various prices, subject to the conditions and limitations set forth in the sales agreement. When shares of the Company’s common stock were sold, there was a 3 % fee paid to the sales agent. For the year ended March 31, 2022, the Company received net proceeds of $ 36.5 million from the sale of 4,053,424 shares of the Company’s common stock. There were no remaining funds available under the 2020 ATM as of March 31, 2022. On May 14, 2020, the Company entered into the Stock Purchase Agreement with Lincoln Park Capital Fund, LLC (“LPC”) (the “New Stock Purchase Agreement”), which provides for the issuance of up to $ 40 0.25 11.1 1,100,000 No On February 4, 2022, the Company entered into a new At-The-Market Equity Offering Sales Agreement with Truist Securities, Inc. and Oppenheimer & Co, Inc. (the “2022 ATM”), allowing the Company to sell its common stock for aggregate sales proceeds of up to $ 50 3 For the twelve months ended March 31, 2023, the Company received net proceeds of $ 3.7 572,078 no 46.3 BEYOND AIR, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 STOCKHOLDERS’ EQUITY (continued) Stock Option Plans The Company’s Fifth 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. On January 9, 2023, the Company’s Board of Directors approved an amendment to the 2013 BA Plan to increase the number of shares in the 2013 BA Plan by 3,000,000 10,600,000 383,221 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 years ended March 31, 2023 and March 31, 2022 is as follows: SCHEDULE OF RESTRICTED STOCK AWARDS Number Of Weighted Unvested as of March 31, 2021 554,200 $ 5.07 Granted 615,000 8.37 Vested (202,600 ) 6.32 Forfeited (17,000 ) 5.23 Unvested as of March 31, 2022 949,600 $ 6.92 Granted 434,500 6.27 Vested (274,600 ) 6.50 Forfeited (8,400 ) 5.06 Unvested as of March 31, 2023 1,101,100 $ 6.78 Stock-based compensation expense related to these grants for the years ended March 31, 2023 and March 31, 2022 was $ 2.4 1.7 As of March 31, 2023, the Company had unrecognized stock-based compensation expense for the restricted stock unit awards in the 2013 BA Plan of approximately $ 5.0 2.1 6.27 8.37 As of March 31, 2023, all vested shares had been issued. Stock Options The vesting terms of the options issued under the 2013 BA Plan are generally four years and expire ten years from the grant date. A summary of the change in stock options for the years ended March 31, 2023 and March 31, 2022 is as follows: SCHEDULE OF OPTION ACTIVITY Number Of Weighted Weighted Aggregate (thousands) Options outstanding as of March 31, 2021 4,195,097 $ 4.91 8.4 $ 2,609 Granted 1,673,500 7.14 Exercise (259,904 ) 4.97 Forfeited (100,062 ) 5.11 Options outstanding as of March 31, 2022 5,508,631 $ 5.60 8.1 $ 6,831 Granted 2,805,500 6.32 Exercise (15,000 ) 5.21 Forfeited (100,250 ) 6.38 Outstanding as of March 31, 2023 8,198,881 $ 5.83 8.4 $ 8,306 Exercisable as of March 31, 2023 3,481,943 $ 5.85 6.4 $ 6,110 BEYOND AIR, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 STOCKHOLDERS’ EQUITY (continued) 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 Ltd.’s common stock. The vesting terms of the options issued under the 2021 BC Plan are generally four years and they expire ten years 2,000,000 4,000,000 183,000 A summary of the change in stock options for Beyond Cancer for the years ended March 31, 2023 and March 31, 2022 is as follows: SCHEDULE OF OPTION ACTIVITY Number Of Weighted Weighted Aggregate (thousands) Options outstanding as of March 31, 2021 - $ - - $ - Granted 1,763,500 2.76 Options outstanding as of March 31, 2022 1,763,500 $ 2.76 9.3 $ 12,768 Granted 2,076,500 3.01 Exercised - - - Forfeited (23,000 ) 5.91 - Outstanding as of March 31, 2023 3,817,000 $ 2.88 9.2 $ 23,486 Exercisable as of March 31, 2023 457,375 $ 3.08 8.8 $ 2,728 As of March 31, 2023, the Company had unrecognized stock-based compensation expense for the stock options in the 2013 BA Plan of approximately $ 17.5 2.1 4.68 5.58 As of March 31, 2023, The Company had unrecognized stock-based compensation expense for the stock options in the 2021 BC Plan of approximately $ 20.2 2.0 8.32 9.08 The following was utilized to calculate the fair value of options on the date of grant: SCHEDULE OF FAIR VALUE OF OPTION March 31, 2023 March 31, 2022 Risk -free interest rate 2.5 4.3 0.9 2.2 Expected volatility (Beyond Air) 82.8 96.1 89.3 91.1 Expected volatility (Beyond Cancer) 103.0 107.9 101.8 103.1 Dividend yield 0 0 Expected terms (in years) 6.25 6.25 The Company determined the fair value per share of Beyond Cancer’s common stock to be $ 9.00 10.00 The following summarizes the components of stock-based compensation expense which included stock options and restricted stock for the years ended March 31, 2023 and March 31, 2022, in thousands: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE 2023 2022 Year Ended March 31, 2023 2022 Research and development $ 4,181 $ 1,820 General and administrative 15,378 6,011 Total stock-based compensation expense $ 19,558 $ 7,831 ESPP On March 4, 2021, the stockholders approved the 2021 Employee Stock Purchase Plan (“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 March 31, 2023 and March 31, 2022, no BEYOND AIR, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 STOCKHOLDERS’ EQUITY (continued) Warrants A summary of the Company’s outstanding warrants as of March 31, 2023 are as follows: SUMMARY OF COMPANY’S OUTSTANDING WARRANTS Warrant Holders Number Of Warrants Exercise Price Intrinsic Value Date of Expiration Third-party license agreement 208,333 $ 4.80 $ 406 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 $ 406 For the years ended March 31, 2023 and March 31, 2022, 0 1,630,002 0 6.0 0 1,358,896 0 894,823 |