UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1934
(Amendment No. ___)*
BEYOND AIR, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
08862L103
(CUSIP Number)
September 26, 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:
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 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 | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER 0 shares |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,604,821 (1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | | ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| | | | |
| (1) | Reporting Person directly holds an aggregate of (a) 2,657,149 shares of common stock, par value $0.0001 per share (the “Common Stock”), (b) 2,790,686 shares of Common Stock issuable upon exercise of warrants outstanding, and (c) 156,986 shares of Common Stock issuable upon conversion of outstanding loans, which are convertible at 130% of the Per Share Issue Price (as defined in the loan agreements). Aggregate ownership by Reporting Person is subject to a 9.9% limit at any one time. |
| (2) | Percent of class is based on 95,405,520 fully diluted shares of Common Stock of Beyond Air, Inc. (the “Issuer”) outstanding as of September 26, 2024. |
| 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 | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER 0 shares |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,407,231 (1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | | ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.8% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| | | | |
| (1) | Reporting Person directly holds an aggregate of (a) 3,985,723 shares of Common Stock, (b) 4,186,029 shares of Common Stock issuable upon exercise of warrants outstanding, and (c) 235,479 shares of Common Stock issuable upon conversion of outstanding loans, which are convertible at 130% of the Per Share Issue Price (as defined in the loan agreements). Aggregate ownership by Reporting Person is subject to a 9.9% limit at any one time. |
| (2) | Percent of class is based on 95,405,520 fully diluted shares of Common Stock of Beyond Air, Inc. (the “Issuer”) outstanding as of September 26, 2024. |
| 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 | 5 | SOLE VOTING POWER 14,012,052 (1) |
| 6 | SHARED VOTING POWER 0 |
| 7 | SOLE DISPOSITIVE POWER 14,012,052 (1) |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,012,052 (1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | Not applicable. | ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.7% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| | | | |
| (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 95,405,520 fully diluted shares of Common Stock of Beyond Air, Inc. (the “Issuer”) outstanding as of September 26, 2024. |
| 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 | 5 | SOLE VOTING POWER 0 (1) |
| 6 | SHARED VOTING POWER 0 (1) |
| 7 | SOLE DISPOSITIVE POWER 0 (1) |
| 8 | SHARED DISPOSITIVE POWER 0 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,604,821 (1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | Not applicable. | ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| | | | |
| (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 95,405,520 fully diluted shares of Common Stock of Beyond Air, Inc. (the “Issuer”) outstanding as of September 26, 2024. |
| 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 | 5 | SOLE VOTING POWER 0 (1) |
| 6 | SHARED VOTING POWER 0 (1) |
| 7 | SOLE DISPOSITIVE POWER 0 (1) |
| 8 | SHARED DISPOSITIVE POWER 0 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,407,231 (1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | Not applicable. | ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.8% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| | | | |
| (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 95,405,520 fully diluted shares of Common Stock of Beyond Air, Inc. (the “Issuer”) outstanding as of September 26, 2024. |
| 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 | 5 | SOLE VOTING POWER 0 (1) |
| 6 | SHARED VOTING POWER 0 (1) |
| 7 | SOLE DISPOSITIVE POWER 0 (1) |
| 8 | SHARED DISPOSITIVE POWER 0 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,604,821 (1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | Not applicable. | ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| | | | |
| (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 95,405,520 fully diluted shares of Common Stock of Beyond Air, Inc. (the “Issuer”) outstanding as of September 26, 2024. |
| 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 | 5 | SOLE VOTING POWER 0 (1) |
| 6 | SHARED VOTING POWER 0 (1) |
| 7 | SOLE DISPOSITIVE POWER 0 (1) |
| 8 | SHARED DISPOSITIVE POWER 0 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,407,231 (1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | Not applicable. | ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.8% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
| | | | |
| (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 95,405,520 fully diluted shares of Common Stock of Beyond Air, Inc. (the “Issuer”) outstanding as of September 26, 2024. |
| 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 of America |
Number of Shares Beneficially Owned By Each Reporting Person With | 5 | SOLE VOTING POWER 0 (1) |
| 6 | SHARED VOTING POWER 0 (1) |
| 7 | SOLE DISPOSITIVE POWER 0 (1) |
| 8 | SHARED DISPOSITIVE POWER 0 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,012,052 (2) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | Not applicable. | ☐ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.7% (2) |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN |
| | | | |
| (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 95,405,520 fully diluted shares of Common Stock of Beyond Air, Inc. (the “Issuer”) outstanding as of September 26, 2024. |
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 Persons 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 of 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 and 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; |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; |
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with Rule 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; |
| (j) | ☐ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
Item 4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Avenue Venture Opportunities Fund, L.P. directly beneficially owns an aggregate of (a) 2,657,149 shares of common stock, par value $0.0001 per share (the “Common Stock”), (b) 2,790,686 shares of Common Stock issuable upon exercise of warrants outstanding, and (c) 156,986 shares of Common Stock issuable upon conversion of outstanding loans, which are convertible at 130% of the Per Share Issue Price (as defined in the loan agreements). Aggregate ownership by Reporting Person is subject to a 9.9% limit at any one time.
Avenue Venture Opportunities Fund II, L.P. directly beneficially owns an aggregate of (a) 3,985,723 shares of Common Stock, (b) 4,186,029 shares of Common Stock issuable upon exercise of warrants outstanding, and (c) 235,479 shares of Common Stock issuable upon conversion of outstanding loans, which are convertible at 130% of the Per Share Issue Price (as defined in the loan agreements). Aggregate ownership by Reporting Person is subject to a 9.9% limit at any one time.
As the Manager of the Funds, Avenue Capital Management II, L.P., may be deemed to beneficially own securities held by the Funds.
As the general partner of Avenue Venture Opportunities Fund, L.P., Avenue Venture Opportunities Partners, LLC may be deemed to beneficially own securities held by the Fund.
As the general partner of Avenue Venture Opportunities Fund II, L.P., Avenue Venture Opportunities Partners II, LLC may be deemed to beneficially own securities held by Fund II.
As the managing member of Avenue Venture Opportunities Partners, LLC, GL Venture Opportunities Partners, LLC may be deemed to beneficially own securities held by the Fund.
As the managing member of Avenue Venture Opportunities Partners II, LLC, GL Venture Opportunities Partners II, LLC may be deemed to beneficially own securities held by Fund II.
Marc Lasry is the ultimate beneficial owner of both GL Venture Opportunities Partners, LLC and GL Venture Opportunities Partners II, LLC and therefore, may be deemed to beneficially own such securities of Issuer held by the Funds.
The foregoing should not be construed as an admission by any Reporting Person as to beneficial ownership of any securities of Issuer owned by another Reporting Person. Each of the Reporting Persons disclaims beneficial ownership such securities that are not directly owned by such Reporting Person, except to the extent of its or his pecuniary interest therein.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of more than Five 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.
Exhibits and Schedules.
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.
Dated: October 3, 2024
| Avenue Venture Opportunities Fund, L.P. | |
| | | |
| By: | Avenue Venture Opportunities Partners, LLC | |
| Its: | General Partner | |
| | | |
| By: | GL Venture Opportunities Partners, LLC | |
| Its: | Managing Member | |
| | | |
| By: | /s/ Andrew Schinder | |
| Name: | Andrew Schinder | |
| Title: | Attorney-in-Fact for Marc Lasry, Member | |
| Avenue Venture Opportunities Fund II, L.P. | |
| | | |
| By: | Avenue Venture Opportunities Partners II, LLC | |
| Its: | General Partner | |
| | | |
| By: | GL Venture Opportunities Partners II, LLC | |
| Its: | Managing Member | |
| | | |
| By: | /s/ Andrew Schinder | |
| Name: | Andrew Schinder | |
| Title: | Attorney-in-Fact for Marc Lasry, Member | |
| Avenue Venture Opportunities Partners, LLC | |
| | | |
| By: | GL Venture Opportunities Partners, LLC | |
| Its: | Managing Member | |
| | | |
| By: | /s/ Andrew Schinder | |
| Name: | Andrew Schinder | |
| Title: | Attorney-in-Fact for Marc Lasry, Member | |
| Avenue Venture Opportunities Partners II, LLC | |
| | | |
| By: | GL Venture Opportunities Partners II, LLC | |
| Its: | Managing Member | |
| | | |
| By: | /s/ Andrew Schinder | |
| Name: | Andrew Schinder | |
| Title: | Attorney-in-Fact for Marc Lasry, Member | |
| GL Venture Opportunities Partners, LLC | |
| | | |
| By: | /s/ Andrew Schinder | |
| Name: | Andrew Schinder | |
| Title: | Attorney-in-Fact for Marc Lasry, Member | |
| GL Venture Opportunities Partners II, LLC | |
| | | |
| By: | /s/ Andrew Schinder | |
| Name: | Andrew Schinder | |
| Title: | Attorney-in-Fact for Marc Lasry, Member | |
| Avenue Capital Management II, L.P. | |
| | | |
| By: | Avenue Capital Management II GenPar, LLC | |
| Its: | General Partner | |
| | | |
| By: | /s/ Andrew Schinder | |
| Name: | Andrew Schinder | |
| Title: | Attorney-in-Fact for Marc Lasry, Member | |
| MARC LASRY | |
| | | |
| By: | /s/ Andrew Schinder, Attorney-in-Fact for Marc Lasry | |
