SIGNIFICANT ACCOUNTING POLICIES AND OTHER RISKS AND UNCERTAINTIES | NOTE 2 SIGNIFICANT ACCOUNTING POLICIES AND OTHER RISKS AND UNCERTAINTIES 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 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 December 31, 2023 has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2023 (the “2023 Annual Report”), filed with the U.S. Securities and Exchange Commission on June 22, 2023. 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 2023 Annual Report. Principles of Consolidation These unaudited condensed 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 $ 45.3 226.0 31.3 5.2 The Company expects to incur net losses and have significant cash outflows for at least the next eighteen months, including making significant investments in research and development. Management believes these factors raise substantial doubt about the Company’s ability to meet its obligations with cash on hand and concluded that the Company will require additional funding within one year from the date these financial statements are issued. Management is confident that the efforts to arrange financing as described below, while not assured, will enable them to meet the Company’s obligations. Management currently has various funding options in place to raise additional capital such as a debt line of $ 22.5 34.3 200,000,000 With respect to Beyond Cancer, discussions are underway with investment banks to raise capital based on their most recent top line data from the phase 1a, first-in-human trial which was successful in the first 6 patients with no dose limiting toxicities at the first dose. Treatment in the next dosing cohort has begun. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue operating as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. BEYOND AIR, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES AND OTHER RISKS AND UNCERTAINTIES (continued) 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 ® Conditions in Israel may materially and adversely affect the Company’s business. In October 2023, Hamas conducted several terrorist attacks in Israel resulting in ongoing war across the country, forcing the closure of the Company’s offices in Israel for several days. Any armed conflicts, terrorist activities or political instability involving Israel or other countries in the region could adversely affect the Company’s business. Moreover, the Company has a significant number of employees located in Israel. The Company’s operations could also be disrupted by the absence for significant periods of one or more key employees or a significant number of other employees because of military service. While there are business continuity plans in place to address the military call-ups, any of these circumstances could have a material adverse effect on the Company’s business. Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market. Level 2—inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability. Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability. As of December 31, 2023 and March 31, 2023, the Company’s financial instruments included cash and cash equivalents, restricted cash, marketable securities, accounts payable, long-term debt, liability classified warrants and derivative liabilities. The carrying amounts reported in the accompanying unaudited condensed consolidated financial statements for cash and cash equivalents, restricted cash and marketable securities approximate their respective fair values because of the short-term nature of these accounts. The carrying value of the Company’s long-term debt approximates fair value based on current interest rates for similar types of borrowings and is in Level 3 of the fair value hierarchy. The liability classified warrants and derivative liabilities are each recorded at their fair value and are Level 3 of the fair value hierarchy. BEYOND AIR, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES AND OTHER RISKS AND UNCERTAINTIES (continued) The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s assets and liabilities that are measured at fair value on a recurring basis: The fair value amounts as of December 31, 2023 are: SCHEDULE OF FAIR VALUE ON A RECURRING BASIS (in thousands) Total Level 1 Level 2 Level 3 Marketable securities : Corporate debt securities $ - $ - $ - $ - Government securities 12,903 12,903 - - Mutual funds 10,388 10,338 - - Total assets measured and recorded at fair value $ 23,292 $ 23,292 $ - $ - Liabilities : Warrant liability $ 192 $ - $ - $ 192 Derivative liability 214 - - 214 Total liabilities measured and recorded at fair value $ 406 $ - $ - $ 406 The fair value amounts as of March 31, 2023 are: (in thousands) Total Level 1 Level 2 Level 3 Marketable securities : Corporate debt securities $ 1,597 $ 1,597 $ - $ - Government securities 1,013 1,013 - - Mutual funds 14,114 14,114 - - Total assets measured and recorded at fair value $ 16,724 $ 16,724 $ - $ - Liabilities : Warrant liability $ - $ - $ - $ - Derivative liability - - - - Total liabilities measured and recorded at fair value $ - $ - $ - $ - Level 3 Valuation The common stock warrants issued in connection with the Loan and Security Agreement (as defined below) in June 2023 (Note 10) are recorded as a warrant liability within the unaudited condensed consolidated balance sheet as of December 31, 2023 as the warrants contain certain settlement features that are not indexed to the Company’s own stock. In addition, the conversion feature embedded within the long-term debt required bifurcation as certain adjustments to the conversion price were not indexed to the Company’s own stock and recorded as a derivative liability. The warrants and derivative liability are remeasured each reporting period with the change in fair value recorded to other income (expense) in the condensed consolidated statement of operations and comprehensive loss until the warrants and derivative are exercised, expired, reclassified or otherwise settled. The significant assumptions used in valuing the warrants and derivative were as follows: SCHEDULE OF VALUING THE WARRANTS AND DERIVATIVES Warrants Derivative Expected term (in years) 4.5 3.5 Volatility 81 % 81 % Risk-free rate 3.88 % 3.97 % The table presented below is a summary of changes in the fair value of the Company’s Level 3 valuation for the warrants and derivatives for the nine months ended December 31, 2023 (in thousands): SCHEDULE OF CHANGES IN FAIR VALUE OF WARRANTS AND DERIVATIVES Warrants Derivative Issuances $ 885 $ 1,361 Change in fair value (693 ) (1,147 ) Balance at December 31, 2023 $ 192 $ 214 BEYOND AIR, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES AND OTHER RISKS AND UNCERTAINTIES (continued) Warrant Liability The Company classifies warrants as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies warrants as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). Such warrants are subject to remeasurement at each condensed consolidated balance sheet date and any change in fair value is recognized as a component of other expense on the condensed consolidated statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of such warrants. At that time, the portion of the warrant liability related to warrants will be reclassified to additional paid-in capital. Derivative Liability The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations and comprehensive loss. The classification of derivative instruments, including whether such instruments should be recorded as assets or liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities classified in the condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Cash and Cash Equivalents, Short-Term Investments and Restricted Cash 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 Australia, Israel, Ireland and the U.S., the balances of which, at times, may exceed federally insured limits. Marketable securities include investment in fixed income bonds and U.S. Treasury securities that are considered to be highly liquid and easily tradeable. The marketable securities are considered trading securities and are measured at fair value and are accounted for in accordance with ASC 320. The marketable securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within the Company’s fair value hierarchy. As of December 31, 2023 and March 31, 2023, restricted cash included approximately $ 0.2 million and $ 7.6 million, respectively. Restricted cash declined by $ 7.4 million from March 31, 2023 to December 31, 2023, as a $ 7.4 million supersedeas bond held as collateral pending the outcome of the appeal on Empery Asset Master, Ltd., et. al. vs. AIT Therapeutics, Inc. The following table is the reconciliation of the presentation and disclosure of cash, cash equivalents, marketable securities by major security type and restricted cash as shown on the Company’s condensed consolidated statements of cash flows for: SCHEDULE OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH (in thousands) December 31, 2023 March 31, 2023 Cash and cash equivalents $ 7,971 $ 29,158 Restricted cash 231 7,610 Total cash, cash equivalents and restricted cash $ 8,202 $ 36,768 Marketable securities: Marketable debt securities - - Corporate debt securities $ - $ 1,597 U.S. government securities 12,903 1,013 Mutual fund (ultra-short-term income) 10,388 14,114 Total marketable securities $ 23,292 $ 16,724 Total cash, cash equivalents, marketable securities and restricted cash $ 31,494 $ 53,492 BEYOND AIR, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES AND OTHER RISKS AND UNCERTAINTIES (continued) The following table summarizes the Company’s short-term marketable securities with unrealized gains and losses as of December 31, 2023, aggregated by major security type: SUMMARY OF SHORT-TERM MARKETABLE SECURITIES WITH UNREALIZED GAINS AND LOSSES (in thousands) Fair Value Unrealized (Losses) Corporate debt securities $ - $ - U.S. government securities 12,903 79 Mutual fund (ultra-short-term income) 10,388 20 Total short-term marketable securities $ 23,292 $ 99 The following table summarizes the Company’s short-term marketable securities with unrealized gains and losses as of March 31, 2023, aggregated by major security type: (in thousands) Fair Value Unrealized (Losses) Corporate debt securities $ 1,597 $ 2 U.S. government securities 1,013 10 Mutual fund (ultra-short-term income) 14,114 - Total short-term marketable securities $ 16,724 $ 12 All marketable securities are A- or higher rated. No 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 will be required to use 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 will also be required to use judgment to determine whether variable consideration 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. Segment Reporting Commencing with the creation of Beyond Cancer in November 2021, 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 December 31, 2023, Beyond Air, Inc. owns 80% of the common stock of Beyond Cancer. The segment reporting is based on the manner in which the Company’s CEO as chief operating decision maker assesses performance and allocates resources across the organization. The Beyond Air segment includes unallocated corporate expenses associated with the public company fees as well as all corporate related assets and liabilities. The following table summarizes segment financial information by business segment as of December 31, 2023: SCHEDULE OF SEGMENT FINANCIAL INFORMATION BY BUSINESS SEGMENT (in thousands) Beyond Air Beyond Cancer Total Cash, cash equivalents, marketable securities and restricted cash $ 18,081 $ 13,413 $ 31,494 All other assets 19,781 636 20,417 Total assets $ 37,862 $ 14,048 $ 51,911 Total liabilities $ (27,596 ) $ (844 ) $ (28,440 ) Net assets $ 10,266 $ 13,205 $ 23,471 Non-controlling interest $ - $ 2,657 $ 2,657 BEYOND AIR, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES AND OTHER RISKS AND UNCERTAINTIES (continued) The following table summarizes segment financial information by business segment as of March 31, 2023: (in thousands) Beyond Air Beyond Cancer Total Cash, cash equivalents, marketable securities and restricted cash $ 32,998 $ 20,494 $ 53,492 All other assets 14,700 557 15,257 Total assets $ 47,699 $ 21,051 $ 68,749 Total liabilities $ (26,201 ) $ (520 ) $ (26,721 ) Net assets $ 21,498 $ 20,530 $ 42,028 Non-controlling interest $ - $ 4,113 $ 4,113 The following table summarizes segment financial performance by business segment for the nine months ended December 31, 2023: (in thousands) Beyond Air Beyond Cancer Total Revenue $ 689 $ - $ 689 Net loss for the nine months ended December 31, 2023 $ (33,721 ) $ (16,018 ) $ (49,739 ) The following table summarizes segment financial performance by business segment for the three months ended December 31, 2023: (in thousands) Beyond Air Beyond Cancer Total Revenue $ 391 $ - $ 391 Net loss for the three months ended December 31, 2023 $ (12,065 ) $ (5,193 ) $ (17,258 ) The following table summarizes segment financial performance by business segment for the nine months ended December 31, 2022: (in thousands) Beyond Air Beyond Cancer Total Revenue $ - $ - $ - Net loss for the nine months ended December 31, 2022 $ (25,246 ) $ (13,004 ) $ (38,250 ) The following table summarizes segment financial performance by business segment for the three months ended December 31, 2022: (in thousands) Beyond Air Beyond Cancer Total Revenue $ - $ - $ - Net loss for the three months ended December 31, 2022 $ (8,543 ) $ (5,255 ) $ (13,798 ) Research and Development Research and development expenses are charged to the condensed consolidated statements of operations and comprehensive loss 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 December 31, 2023 and December 31, 2022, the Company received $ 0 0 In the nine months ended 0 182 BEYOND AIR, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES AND OTHER RISKS AND UNCERTAINTIES (continued) 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, using the accelerated method with each tranche being expensed over its vesting period. 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. Starting in 2023, Beyond Air solely used its own historical volatility as the input for expected volatility, but due to Beyond Cancer’s lack of marketability, the Company utilizes the implied volatility based on an aggregate of guideline companies for expected volatility. The Company uses the simplified method to estimate the expected term. Supplier Concentration The Company relies on third-party suppliers to provide materials for its devices and consumables. In the three months ended December 31, 2023, the Company purchased approximately 92 87 5 87 76 11 In the nine months ended December 31, 2023, the Company purchased approximately 89 80 9 78 65 13 Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06 (“ASU 2020-06”), Debt — Debt with Conversion and Other Options (“Subtopic 470-20”), to address the complexity associated with applying U.S.GAAP to certain financial instruments with characteristics of liabilities and equity, which the Company adopted on April 1, 2023. ASU 2020-06 eliminated the beneficial conversion (and cash conversion) accounting models in Subtopic 470-20 that require separate accounting for embedded conversion features, and simplified the settlement assessment to determine whether it qualifies for equity classification. In addition, the new guidance requires entities to use the if-converted method to calculate earnings per share for all convertible instruments and to include the effect of share settlement for instruments that may be settled in cash or shares. The Company adopted ASU 2020-06 using the modified retrospective approach and applied the guidance to all financial instruments that were outstanding as of the beginning of 2023. As the Company had not previously separated any financial instruments under the beneficial conversion or cash conversion accounting models, there was no cumulative effect adjustment to the opening balance of retained earnings as a result of adopting ASU 2020-06. Recently Issued Accounting Standards not yet Adopted In November 2023, the FASB issued ASU-2023-07, Improvements to Reportable Segment Disclosures (Topic 280), In December 2023, the FASB issued ASU 2023-09, Improvements to Tax Disclosures (Topic 740), |