FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Carey Robert
  2. Issuer Name and Ticker or Trading Symbol
Beyond Air, Inc. [XAIR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O BEYOND AIR, INC., 900 STEWART AVENUE, SUITE 301		 3. Date of Earliest Transaction (Month/Day/Year)
09/26/2024
(Street)

GARDEN CITY, NY 11530		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/26/2024 09/26/2024 P(1)   1,476,626 A $ 0.5043 1,476,626 I The Carey 2020 Acelyrin Trust DTD 07/23/2020

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Pre-funded Warrants to purchase Common Stock $ 0.0001 09/26/2024 09/26/2024 P(1)   26,142     (2)   (2) Common Stock 26,142 (3) 26,142 I By: The Carey 2020 Acelyrin Trust DTD 07/23/2020
Pre-funded Warrants to purchase Common Stock $ 0.0001 09/26/2024 09/26/2024 P(1)   480,179     (2)   (2) Common Stock 480,179 (3) 480,179 I By: Robert F. Carey III Trust DTD 4/25/01
Warrants to purchase Common Stock $ 0.3793 09/26/2024 09/26/2024 P(1)   102,382     (4)   (4) Common Stock 102,382 (5) 102,382 I By: The Carey 2020 Acelyrin Trust DTD 07/23/2020
Warrants to purchase Common Stock $ 0.3793 09/26/2024 09/26/2024 P(1)   1,880,565     (4)   (4) Common Stock 1,880,565 (5) 1,880,565 I By: Robert F. Carey III Trust DTD 4/25/01
Warrants to purchase Common Stock $ 0.3793 09/27/2024 09/27/2024 J(6)   9,886,633     (7)   (7) Common Stock 9,886,633 (6) 9,886,633 I By: BCR8V, LLC

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Carey Robert
C/O BEYOND AIR, INC.
900 STEWART AVENUE, SUITE 301
GARDEN CITY, NY 11530		   X      

Signatures

 /s/ Robert Carey   10/01/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to a Securities Purchase Agreement (the "Agreement"), dated as of September 26, 2024, by and between Beyond Air, Inc. (the "Issuer") and Steven Lisi (the "Reporting Person"), the Reporting Person acquired in a private placement transaction 1,476,626 shares of common stock, $0.0001 par value per share (the "Common Stock"), pre-funded warrants to acquire 506,321 shares of Common Stock at an exercise price of $0.0001 per share, and common warrants to acquire 1,982,947 shares of Common Stock at an exercise price of $0.3793 per share.
(2) The pre-funded warrants will be exercisable on or after the date on which the Company obtains stockholder approval (the "Initial Exercise Date"), as further described in the Agreement and in the Issuer's Current Report on Form 8-K filed with the SEC on September 27, 2024, and shall expire when exercised in full.
(3) Each pre-funded warrant was purchased with an accompanying warrant for a purchase price of $0.5042 per pre-funded warrant and accompanying warrant.
(4) The common warrants are exercisable on or after the Initial Exercise Date and will have a term that expires five years following the Initial Exercise Date.
(5) Each common share was purchased with an accompanying warrant for a purchase price of $0.5043 per share and accompanying warrant.
(6) Pursuant to a binding term sheet dated as of September 27, 2024, and in connection with a loan to the Issuer of $7,500,000, the Reporting Person acquired warrants to purchase up to 9,886,633 shares of Common Stock.
(7) The warrants issuable will be exercisable on or after the Initial Exercise Date and will expire five years following such date they are exercisable.

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