Beyond Air (XAIR) Proxy filing summary

Executive summary

• Special Meeting scheduled for June 18, 2026, to vote on a reverse stock split and potential adjournment if more votes are needed.

• The reverse stock split aims to increase the share price to meet Nasdaq's $1.00 minimum bid price requirement and avoid delisting.

• The Board has discretion to set the split ratio between 1-for-2 and 1-for-20 at any time within one year of the meeting.

• If delisted from Nasdaq, shares may trade OTC, which could reduce liquidity and access to capital.

• The Board recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment to effect a reverse stock split at a ratio of 1-for-2 to 1-for-20, at the Board's discretion.

• Proposal 2: Approve adjournment of the meeting if more time is needed to solicit votes for Proposal 1.

• Both proposals are considered routine matters, allowing brokers to vote uninstructed shares.

• Approval of Proposal 1 requires a majority of shares present and entitled to vote.

Board of directors and corporate governance

• The Board has full discretion to determine if and when to implement the reverse split within one year of approval.

• No other matters are expected to be presented at the meeting.