Beyond Air Inc

This management proposal seeks stockholder approval to amend the Company’s certificate of incorporation to permit the Board to effect a reverse stock split of common stock at any ratio between 1-for-2 and 1-for-20 within one year of the Special Meeting. Management is pursuing this authority primarily because the Company received notice from Nasdaq that it is not in compliance with the $1.00 minimum bid price rule and, due to a recent reverse split within the prior year, may be ineligible for a Nasdaq compliance period unless it secures relief; a reverse split is intended to increase the per-share trading price and thereby help attain continued listing. The Board retains sole discretion whether and when to implement the split and will evaluate prevailing market conditions, pre-split price levels, and expected post-split stability before acting; stockholders are not required to take any further action if the amendment is approved. The proposal preserves the number of authorized shares, effectively increasing authorized-but-unissued shares post-split, which the Company says is necessary for financing and strategic flexibility but could be dilutive and has potential anti-takeover implications. Management highlights risks: the split may not result in a sustained price increase, could reduce liquidity or market capitalization, might produce more odd-lot holders, and may not prevent delisting if other Nasdaq standards are unmet. The proposal requires a majority of shares present and entitled to vote, and the Board unanimously recommends a vote FOR. From a governance perspective, granting the Board broad timing and ratio discretion is typical for market-timing flexibility but concentrates execution power with management; investors should weigh the potential listing-preservation benefit against dilution and execution risk. Given the Nasdaq context and the Company’s stated capital needs, management frames the amendment as a tool to preserve exchange listing and support future financing, while acknowledging significant uncertainties about the efficacy and consequences of a reverse split.

This management proposal asks stockholders to authorize the proxy holders to adjourn the Special Meeting, if necessary, to solicit additional proxies to secure approval for the Reverse Stock Split Proposal. Management seeks this authority as a contingency to continue outreach to stockholders and solicit votes if initial returns are insufficient; the Board states it is in stockholders’ best interests to have the option to continue solicitation rather than conducting a potentially inconclusive vote. The adjournment authority could also allow management to pause and re-solicit even if a majority initially votes against the reverse split, effectively providing a procedural mechanism to attempt to change vote outcomes before a final determination. The vote requires a majority of the shares present and entitled to vote, and the Board recommends voting FOR the adjournment to preserve flexibility. From a governance standpoint, such adjournment proposals are common in contested or close-vote situations but can be seen as delaying tactics if used to avoid an unfavorable immediate outcome; investors should consider the company’s stated need for more outreach versus potential concerns about voter engagement and responsiveness. The proposal’s mechanics (abstentions and broker non-votes) and the limited timeframe for implementing the reverse split (one year) also shape its practical utility as a tool to secure approval. Overall, the adjournment proposal is a relatively routine procedural measure intended to enhance the Board’s ability to secure necessary approvals for a time-sensitive corporate action.