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 June 30, 2024 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, 2024 (the “2024 Annual Report”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 24, 2024. 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 2024 Annual Report on Form 10-K. 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. Of the restricted cash originally recorded in the unaudited condensed consolidated statement of cash flows for the three months ended June 30, 2023, $ 2.5 Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“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 significantly differ from those estimates. On an ongoing basis, the Company evaluates its significant estimates and assumptions including expense recognition and accrual assumptions under consulting and clinical trial agreements, stock-based compensation, impairment assessments, accounting for licensed rights to use technologies and other long-lived assets, contingency recognition and accruals and the determination of valuation allowance requirements on deferred tax attributes. Going Concern, Liquidity and Other Uncertainties The Company used cash in operating activities of $ 10.2 251.9 21.4 The Company expects to incur net losses and have significant cash outflows for at least the next year, 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 the Company to meet its obligations. Management currently has various funding options in place to raise additional capital such as a debt line of $ 12.5 32.9 200,000,000 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. A combination study with anti-PD1 therapy is expected to begin before the end of calendar 2024. 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 will be required to raise additional funds through equity or debt securities offerings or strategic collaboration and/or licensing agreements in order to fund operations if it is unable 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. The accompanying unaudited 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 ITS 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 ® Lease Revenue Recognition The Company generates revenue from the leases of its LungFit® PH devices to its customers under fixed fee arrangements over periods of up to three years. The fixed fee is typically broken down into ratable monthly payments over the term of the arrangement. The Company’s customers include hospitals and medical facilities. The Company’s LungFit® PH leases include filters, calibration gas, bagging kits, cables, adapters, and other components and accessories required to use the LungFit® PH device (the “Consumables”). The Consumables’ quantities are varied and may be supplied upon demand of the customers and are unlimited, or the arrangement may provide for the maximum quantities available to the customer over the term of the arrangement. The Company’s LungFit® PH leases also include maintenance and training required to use the LungFit® PH device, as well as device back-up services (the “Services”), which are recorded in cost of revenue. The Company accounts for its rental arrangements of LungFit® PH devices in accordance with Accounting Standards Codification 842, Leases (“ASC 842”). Under ASC 842, leases may be classified as either financing, sales-type, or operating, and the Company is required to disclose key information about leasing arrangements. The classification determines the pattern of revenue recognition and classification within the statement of operations and comprehensive loss. The Company typically classifies the rental arrangement of its LungFit® PH contracts as operating leases. The Company’s leases do not contain any restrictive covenants or any material residual value guarantees. The Company’s equipment leases may contain renewal options which range from one month two years The Company elected the practical expedient applied to operating leases not to separate lease and non-lease components as long as the lease and at non-lease components have the same timing and pattern of transfer. As such, the non-lease components, including the Consumables and Services, are combined with the predominant lease component. The total fixed fees that the Company is reasonably certain to collect are recognized on a straight line basis over the term of the arrangement. Additionally, the Company made an accounting policy election to present LungFit® PH revenue net of sales and other similar taxes. Amounts billed in advance of performance obligations being satisfied are recognized as deferred revenue. At the lease commencement date, the Company will defer initial direct costs, including commission expense and the cost is recognized over the lease term on the same basis as lease income. The Company records the costs of shipping related to contract devices and consumables in cost of revenue in its consolidated statements of operations. See Note 12 to the unaudited condensed consolidated financial statements for more information regarding leasing arrangements. Fair Value Measurements As of June 30, 2024 and March 31, 2024, the Company’s financial instruments included restricted cash, marketable securities, accounts payable, long-term debt, liability classified warrants and derivative liabilities. The carrying amounts reported in the accompanying 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 ITS 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 at June 30, 2024 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 17,213 17,213 - - Mutual funds - - - - Total assets measured and recorded at fair value $ 17,213 $ 17,213 $ - $ - Liabilities : Warrant liability $ 56 $ - $ - $ 56 Derivative liability 256 - - 256 Total liabilities measured and recorded at fair value $ 312 $ 0 $ - $ 312 The fair value amounts at March 31, 2024 are: (in thousands) Total Level 1 Level 2 Level 3 Marketable securities : Corporate debt securities $ - $ - $ - $ - Government securities 16,388 16,388 - - Mutual funds 6,702 6,702 - - Total assets measured and recorded at fair value $ 23,090 $ 23,090 $ - $ - Liabilities : Warrant liability $ 275 $ - $ - $ 275 Derivative liability 1,314 - - 1,314 Total liabilities measured and recorded at fair value $ 1,589 $ - $ - $ 1,589 BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES AND OTHER RISKS AND UNCERTAINTIES (continued) Level 3 Valuation The common stock warrants issued in connection with the Loan and Security Agreement in June 2023 (Note 11) are recorded as a warrant liability within the unaudited condensed consolidated balance sheet at June 30, 2024 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 At June 30, 2024 Warrants Derivative Expected term (in years) 4 3 Volatility 90 % 90 % Risk-free rate 4.24 % 4.52 % At March 31, 2024 Warrants Derivative Expected term (in years) 4.25 3.25 Volatility 88 % 86 % Risk-free rate 4.09 % 4.38 % 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 three months ended June 30, 2024 (in thousands): SCHEDULE OF CHANGES IN FAIR VALUE OF WARRANTS AND DERIVATIVES Warrants Derivative Balance at March 31,2024 $ 275 $ 1,314 Issuances - - Change in fair value (219 ) (1,058 ) Balance at June 30, 2024 $ 56 $ 256 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 investments 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 June 30, 2024 and March 31, 2024, restricted cash included approximately $ 0.2 0.2 BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES AND OTHER RISKS AND UNCERTAINTIES (continued) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the federal depository insurance coverage of $ 250,000 250,000 25,000 100,000 100,000 the Company had greater than $250,000 at United States financial institutions, greater than A$250,000 at Australian financial institutions, greater than €100,000 at Irish financial institutions and also has funds on deposit in Israel. 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, MARKETABLE SECURITIES AND RESTRICTED CASH (in thousands) June 30, 2024 March 31, 2024 Cash and cash equivalents $ 4,161 $ 11,378 Restricted cash 229 230 Total cash, cash equivalents and restricted cash $ 4,390 $ 11,608 Marketable securities: Marketable debt securities - - Corporate debt securities $ - $ - U.S. government securities 17,213 16,388 Mutual fund (ultra-short-term income) - 6,702 Total marketable securities $ 17,213 $ 23,090 Total cash, cash equivalents, marketable securities and restricted cash $ 21,603 $ 34,698 The following table summarizes our short-term marketable securities with unrealized gains and losses as of June 30, 2024, 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 17,213 90 Mutual fund (ultra-short-term income) - - Total short-term marketable securities $ 17,213 $ 90 The following table summarizes our short-term marketable securities with unrealized gains and losses as of March 31, 2024, aggregated by major security type: (in thousands) Fair Value Unrealized (Losses) Corporate debt securities $ - $ - U.S. government securities 16,388 117 Mutual fund (ultra-short-term income) 6,702 6 Total short-term marketable securities $ 23,090 $ 123 All marketable securities are A- or higher rated. No BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES AND OTHER RISKS AND UNCERTAINTIES (continued) 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 June 30, 2024, Beyond Air, Inc. owns 80 The following table summarizes segment financial information by business segment at June 30, 2024: SCHEDULE OF SEGMENT FINANCIAL INFORMATION BY BUSINESS SEGMENT (in thousands) Beyond Air Beyond Cancer Total Cash, cash equivalents, marketable securities and certain restricted cash $ 13,371 $ 8,230 $ 21,603 All other assets 24,144 755 24,897 Total assets $ 37,515 $ 8,985 $ 46,500 Total liabilities $ (27,722 ) $ (1,078 ) $ (28,801 ) Net assets $ 9,793 $ 7,907 $ 17,699 Non-controlling interests $ - $ 1,570 $ 1,570 The following table summarizes segment financial information by business segment at March 31, 2024: (in thousands) Beyond Air Beyond Cancer Total Cash, cash equivalents, marketable securities and certain restricted cash $ 23,591 $ 10,877 $ 34,468 All other assets 21,747 746 22,493 Total assets $ 45,338 $ 11,623 $ 56,961 Total liabilities $ (28,810 ) $ (965 ) $ (29,775 ) Net assets $ 16,528 $ 10,658 $ 27,186 Non-controlling interests $ - $ 2,138 $ 2,138 The following table summarizes segment financial performance by business segment for the three months ended June 30, 2024: (in thousands) Beyond Air Beyond Cancer Total Revenue $ 683 $ - $ 683 Net loss for the three months ended June 30, 2024 $ (8,786 ) $ (4,269 ) $ (13,055 ) The following table summarizes segment financial performance by business segment for the three months ended June 30, 2023: (in thousands) Beyond Air Beyond Cancer Total Revenue $ 59 $ - $ 59 Net loss for the three months ended June 30, 2023 $ (10,256 ) $ (4,799 ) $ (15,055 ) BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES AND OTHER RISKS AND UNCERTAINTIES (continued) Research and Development Research and development expenses are charged to the unaudited 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 June 30, 2024 and June 30, 2023, the Company did no Supplier Concentration The Company relies on third-party suppliers to provide materials for its devices and consumables. In the three months ended June 30, 2024, the Company purchased approximately 87 84 65 19 Leases Operating lease assets are included within operating lease right-of-use assets, and the corresponding operating lease obligation on the consolidated balance sheets as of June 30, 2024 and March 31, 2024 in accordance with ASC 842, Leases BEYOND AIR, INC. AND ITS SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |