| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
BEYOND AIR, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
08862L103 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 08862L103 |
| 1 | Names of Reporting Persons Avenue Venture Opportunities Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,229,149.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.54 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Reporting Person directly holds an aggregate of (a) 438,463 shares of common stock, par value $0.0001 per share (the "Common Stock"), and (b) 2,790,686 shares of Common Stock issuable upon exercise of warrants outstanding. Aggregate ownership by Reporting Person is subject to a 9.9% limit at any one time.
(2) Percent of class is based on. 91,162,515 fully diluted shares of Common Stock of Beyond Air, Inc. (the "Issuer") outstanding as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 08862L103 |
| 1 | Names of Reporting Persons Avenue Venture Opportunities Fund II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,823,723.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.31 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Reporting Person directly holds an aggregate of (a) 657,694 shares of Common Stock, and (b) 4,186,029 shares of Common Stock issuable upon exercise of warrants outstanding. Aggregate ownership by Reporting Person is subject to a 9.9% limit at any one time.
(2) Percent of class is based on 91,162,515 fully diluted shares of Common Stock of Issuer outstanding as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 08862L103 |
| 1 | Names of Reporting Persons Avenue Capital Management II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,072,872.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Avenue Capital Management II, L.P. is a registered investment adviser and is the manager ("Manager") of each of Avenue Venture Opportunities Fund, L.P. ("Fund") and Avenue Venture Opportunities Fund II, L.P. ("Fund II", and with Fund, the "Funds"). The general partner of each of Fund and Fund II has delegated all management authority to Manager and therefore, Manager has sole voting and dispositive power over all securities of Issuer held by the Funds but disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein.
(2) Percent of class is based on 91,162,515 fully diluted shares of Common Stock of Issuer outstanding as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 08862L103 |
| 1 | Names of Reporting Persons Avenue Venture Opportunities Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,229,149.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.54 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Avenue Venture Opportunities Partners, LLC ("AVOP") is the general partner of Fund and has delegated voting and dispositive power over securities held by Fund to Manager. AVOP disclaims beneficial ownership of securities held by Fund, except to the extent of its pecuniary interest, if any, therein.
(2) Percent of class is based on 91,162,515 fully diluted shares of Common Stock of Issuer outstanding as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 08862L103 |
| 1 | Names of Reporting Persons Avenue Venture Opportunities Partners II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,823,723.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.31 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) Avenue Venture Opportunities Partners II, LLC ("AVOPII") is the general partner of Fund II and has delegated voting and dispositive power over securities held by Fund II to Manager. AVOPII disclaims beneficial ownership of securities held by Fund II, except to the extent of its pecuniary interest, if any, therein.
(2) Percent of class is based on 91,162,515 fully diluted shares of Common Stock of Issuer outstanding as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 08862L103 |
| 1 | Names of Reporting Persons GL Venture Opportunities Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,229,149.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.54 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) GL Venture Opportunities Partners, LLC ("GLVOP") is the managing member of AVOP, the general partner of Fund. GLVOP has no voting or dispositive power over securities held by Fund and disclaims beneficial ownership of securities held by Fund, except to the extent of its pecuniary interest, if any, therein.
(2) Percent of class is based on 91,162,515 fully diluted shares of Common Stock of Issuer outstanding as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 08862L103 |
| 1 | Names of Reporting Persons GL Venture Opportunities Partners II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,823,723.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.31 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
(1) GL Venture Opportunities Partners II, LLC ("GLVOPII") is the managing member of AVOPII, the general partner of Fund II. GLVOPII has no voting or dispositive power over securities held by Fund II and disclaims beneficial ownership of securities held by Fund II, except to the extent of its pecuniary interest, if any, therein.
(2) Percent of class is based on 91,162,515 fully diluted shares of Common Stock of Issuer outstanding as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 08862L103 |
| 1 | Names of Reporting Persons Marc Lasry | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,072,872.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(1) Marc Lasry is the beneficial owner of GLVOP and GLVOPII and therefore, is the ultimate beneficial owner of the Funds. Mr. Lasry does not have voting or dispositive power over securities held by the Funds.
(2) Percent of class is based on 91,162,515 fully diluted shares of Common Stock of Issuer outstanding as of December 31, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: BEYOND AIR, INC. | |
| (b) | Address of issuer's principal executive
offices: 900 Stewart Avenue, Suite 301, Garden City, NY 11530 | |
| Item 2. | ||
| (a) | Name of person filing: Avenue Venture Opportunities Fund, L.P.,
Avenue Venture Opportunities Fund II, L.P.,
Avenue Capital Management II, L.P.,
Avenue Venture Opportunities Partners, LLC,
Avenue Venture Opportunities Partners II, LLC,
GL Venture Opportunities Partners, LLC,
GL Venture Opportunities Partners II, LLC,
Marc Lasry | |
| (b) | Address or principal business office or, if
none, residence: Avenue Capital Group
11 West 42nd Street, 9th Floor,
New York, New York 10036 | |
| (c) | Citizenship: Avenue Venture Opportunities Fund, L.P., Avenue Venture Opportunities Fund II, L.P., Avenue Capital Management II, L.P., Avenue Venture Opportunities Partners, LLC, Avenue Venture Opportunities Partners II, LLC, GL Venture Opportunities Partners, LLC, and GL Venture Opportunities Partners II, LLC are organized under the laws of the State of Delaware.
Marc Lasry is a U.S. citizen. | |
| (d) | Title of class of securities: Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.: 08862L103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by this Item 4(a) is set forth in Row (9) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | |
| (b) | Percent of class: The information required by this Item 4(b) is set forth in Row (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information required by this Item 4(c)(i) is set forth in Row (5) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | ||
| (ii) Shared power to vote or to direct the
vote: The information required by this Item 4(c)(ii) is set forth in Row (6) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information required by this Item 4(c)(iii) is set forth in Row (7) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information required by this Item 4(c)(iv) is set forth in Row (8) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit 99.1 Power of Attorney dated January 28, 2019 (filed as Exhibit 99.1 to Schedule 13G on October 3, 2024).
https://www.sec.gov/Archives/edgar/data/1792691/000182912624006629/beyondair_ex99-1.htm
Exhibit 99.2 Joint Filing Agreement dated October 3, 2024 (filed as Exhibit 99.2 to Schedule 13G on October 3, 2024).
https://www.sec.gov/Archives/edgar/data/1792691/000182912624006629/beyondair_ex99-2.htm |