SecProbe.io

November 4, 2024
Steven Lisi
Chief Executive Officer
Beyond Air, Inc.
900 Stewart Avenue, Suite 301
Garden City, NY 11530
Re:Beyond Air, Inc.
Registration Statement on Form S-3
Filed October 25, 2024
File No. 333-282834
Dear Steven Lisi:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed October 25, 2024
General
1.Given the nature of your offering, including the size of the transaction relative to the
number of outstanding shares held by non-affiliates, and that you are registering
common shares held by your Chief Executive Officer, a director, and a controlling
shareholder, it appears that the transaction may be an indirect primary offering on
behalf of the registrant. Please provide us with a detailed legal analysis of your basis
for determining that it is appropriate to characterize the transaction as a secondary
offering under Securities Act Rule 415(a)(1)(i). For guidance, please see Securities
Act Rules Compliance and Disclosure Interpretations Question 612.09.

November 4, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545
with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Avital Perlman, Esq.