SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________
SCHEDULE 13G/A
(Amendment No. 4)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Beyond
Air, Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.0001 per share
|
|
(Title
of Class of Securities)
|
|
December
31, 2023
|
|
(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 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).
(l)
Names of reporting
persons.
(2)
Check the
appropriate box if a member of a group
(4)
Citizenship or
place of organization
France
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5)
|
Sole
voting power
|
3,330,250*
|
|
6)
|
Shared
voting power
|
0
|
|
|
(7)
|
Sole
dispositive power
|
3,330,250*
|
|
(8)
|
Shared
dispositive power
|
0
|
(9)
Aggregate amount
beneficially owned by each reporting person
3,330,250
(10)
Check if the
aggregate amount in Row (9) excludes certain shares [
].
(11)
Percent of class
represented by amount in Row (9)
9.21%**
(12)
Type of reporting
person
*Includes 108,816 shares of common stock issuable upon
exercise of the warrants issued to Mr. Mosseri Marlio in connection
with a facility agreement with certain lenders in March 2020 (the
“Warrants”).
**Calculated
based on 36,039,056 shares outstanding as of February 12, 2024 as
provided in the Issuer’s Form 10-Q filed on February 12,
2024, plus 108,816 shares of common stock issuable upon exercise of
the Warrants. The provisions of the Warrants restrict the exercise
of such securities to the extent that, upon such exercise, the
number of shares then beneficially owned by the holder would exceed
9.99% of the total number of shares of the Issuer then outstanding
(the “Ownership Cap”). Accordingly, notwithstanding the
number of shares reported, the reporting person disclaims
beneficial ownership of the shares of common stock issuable upon
exercise of the Warrants to the extent that upon such exercise the
number of shares beneficially owned by the reporting person, in the
aggregate, would exceed the Ownership Cap.
Item
l(a). Name of Issuer:
Item
l(b). Address of Issuer's Principal Executive Offices:
900
Stewart Avenue, Suite 301
Garden
City, NY 11530
Item
2(a) & (b). Name and Principal Business Offices of Persons
Filing:
27
Ripplevale Grove
London N1
1HS, UK
Item
2(c). Citizenship:
Item
2(d). Title of Class of Securities:
Common Stock, par
value $0.0001 per share
Item
2(e). CUSIP Number:
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);
(k) [ ]
Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with §
240.13d–1(b)(1)(ii)(J), please specify the type of
institution: ________
(a)
Amount beneficially
owned:
3,330,250*
(c)
Number
of shares as to which such person has:
(i)
sole
power to vote or to direct the vote:
(ii)
shared
power to vote or to direct the vote:
(iii)
sole
power to dispose or to direct the disposition of:
(iv)
shared
power to dispose or to direct the disposition of:
5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following [ ].
6. Ownership of More than Five Percent on Behalf of Another
Person.
7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
8. Identification and Classification of Members of the
Group.
9. Notice of Dissolution of Group.
*Includes 108,816 shares of common stock issuable upon
exercise of the warrants issued to Mr. Mosseri Marlio in connection
with a facility agreement with certain lenders in March 2020 (the
“Warrants”).
**
Calculated based on 36,039,056 shares outstanding as of February
12, 2024 as provided in the Issuer’s Form 10-Q filed on
February 12, 2024, plus 108,816 shares of common stock issuable
upon exercise of the Warrants. The provisions of the Warrants
restrict the exercise of such securities to the extent that, upon
such exercise, the number of shares then beneficially owned by the
holder would exceed 9.99% of the total number of shares of the
Issuer then outstanding (the “Ownership Cap”).
Accordingly, notwithstanding the number of shares reported, the
reporting person disclaims beneficial ownership of the shares of
common stock issuable upon exercise of the Warrants to the extent
that upon such exercise the number of shares beneficially owned by
the reporting person, in the aggregate, would exceed the Ownership
Cap.
10. Certification. 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.
SIGNATURES
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.
February 14,
2024
By:
/s/ Charles Mosseri Marlio
Date
Name:
Charles Mosseri Marlio
Beyond Air (NASDAQ:XAIR)
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