Form SC 13G - Statement of Beneficial Ownership by Certain Investors

 

 

 

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:

 

☐

Rule 13d-1(b)

 

☐

Rule 13d-1(c)

 

☒

Rule 13d-1(d)

 

*

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).

 

 

 

 

CUSIP No. 08862L103

13G

 

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

CUSIP No. 08862L103

13G

 

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.

 

2

CUSIP No. 08862L103

13G

 

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.

 

3

CUSIP No. 08862L103

13G

 

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.

 

4

CUSIP No. 08862L103

13G

 

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.

 

5

CUSIP No. 08862L103

13G

 

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.

 

6

CUSIP No. 08862L103

13G

 

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.

 

7

CUSIP No. 08862L103

13G

 

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.

 

8

CUSIP No. 08862L103

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 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);

 

9

CUSIP No. 08862L103

13G

 

(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.

 

10

CUSIP No. 08862L103

13G

 

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.

 

Exhibit 99.1	Power of Attorney dated January 28, 2019.
Exhibit 99.2	Joint Filing Agreement.

 

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.

 

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

 

12

 

 

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

 

13

 

Exhibit 99.1

 

POWER OF ATTORNEY

 

This Power of Attorney is being granted in connection with executing regulatory filings and related documents.

 

Marc Lasry hereby constitutes and appoints Andrew Schinder, Chief Compliance Officer, irrevocably as his true and lawful agent and attorney-in-fact (the “Attorney”), in his name, place and stead, to execute regulatory or related documents on his behalf.

 

The foregoing Power of Attorney is coupled with an interest and shall be irrevocable and shall survive the incapacity or bankruptcy of Marc Lasry.

 

This Power of Attorney shall not revoke any power of attorney that has been previously granted by Marc Lasry to any other person.

 

For clarity, this Power of Attorney shall not be deemed to be revoked by any power of attorney that may be granted by Marc Lasry to any other person after the date hereof, unless any such subsequent power of attorney specifically refers to this Power of Attorney by the date of execution of this Power of Attorney by Marc Lasry.

 

Marc Lasry shall be fully responsible for any act done by Andrew Schinder by virtue hereof as if it had been done by Marc Lasry, himself.

 

This Power of Attorney will be in full force and effect until (i) such Power of Attorney is terminated by Marc Lasry or (ii) Andrew Schinder is no longer an employee of Avenue Capital Management II, L.P. or its affiliates.

 

This Power of Attorney shall be governed by the State of New York.

 

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority.

 

When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities.

 

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

 

You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.

 

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

 

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.

 

 

 

 

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

 

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

 

 

[remainder of page left intentionally blank]

 

2

 

 

IN WITNESS WHEREOF, Marc Lasry has executed this Power of Attorney as of January 28, 2019.

 

	Signed:	/s/ Marc Lasry
	By:	Marc Lasry, in his individual capacity

 

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

 

On the 28 day of January, in the year 2019, before me, the undersigned a Notary Public in and for said state, personally appeared Marc Lasry, personally known to me or proved to me on the basis of satisfactory evidence to the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the person or the entity upon behalf of which the person acted, executed the instrument.

 

 

MICHAEL C LEROSE Notary Public, State of New York Reg. No. 01LE6378449 Qualified in New York County Commission Expires 07/23/2022	/s/ Michael C Lerose
	Notary Public

 

3

 

 

IMPORTANT INFORMATION FOR THE AGENT:

 

When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

 

(1)

act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

 

(2)

avoid conflicts that would impair your ability to act in the principal’s best interest;

 

(3)

keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

 

(4)

keep a record of all receipts, payments, and transactions conducted for the principal; and

 

(5)

disclose your identity as agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

 

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

 

Liability of agent:

 

The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

 

4

 

 

Andrew Schinder has read the foregoing Power of Attorney and acknowledges his legal responsibilities with respect thereto.

 

IN WITNESS WHEREOF, Andrew Schinder has executed this Power of Attorney as of January 28, 2019.

 

	Signed:	/s/ Andrew Schinder
	By:	Andrew Schinder
	Title:	Chief Compliance Officer

 

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

 

On the 28 day of January, in the year 2019, before me, the undersigned, a Notary Public in and for said state, personally appeared Andrew Schinder, personally known to me or proved to me on the basis of satisfactory to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the person or the entity upon behalf of which the person acted, executed the instrument.

 

 

MICHAEL C LEROSE Notary Public, State of New York Reg. No. 01LE6378449 Qualified in New York County Commission Expires 07/23/2022	/s/ Michael C Lerose
	Notary Public

 

5

 

Exhibit 99.2

 

AGREEMENT

 

JOINT FILING OF SCHEDULE 13G

 

Each of the undersigned hereby agrees to file jointly the Schedule 13G to which this Agreement is attached, and any amendments to the Schedule 13G (the “Schedule 13G”) filed with respect to the common stock, par value $0.0001 per share, of Beyond Air, Inc., which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended.

 

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13G, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

 

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Schedule 13G, and any future amendments to the Schedule 13G, filed on behalf of each of the parties hereto.

 

Date: 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

 

 

 

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