Beyond Air to Sell NeuroNOS Stake to UNIVO in Exchange for Equity and Up to $32.5 Million in Milestone Payments
核心洞察
Beyond Air has entered a definitive agreement to sell its approximately 58% stake in NeuroNOS to UNIVO Pharmaceutical Industries, receiving shares representing 19.99% of UNIVO's outstanding share capital upon closing.
Beyond Air is eligible to receive up to $6.5 million in development milestone payments and up to $26.0 million in commercial milestone payments tied to NeuroNOS's pipeline candidates.
NeuroNOS is advancing small-molecule candidates BA-102 (搜索) (autism spectrum disorder (搜索) and Alzheimer's disease (搜索)) and BA-101 (搜索) (glioblastoma (搜索)), both of which received FDA orphan drug designation in 2025.
Beyond Air, Inc. (搜索) (NASDAQ: XAIR) has entered into a definitive agreement under which UNIVO Pharmaceutical Industries Ltd. (搜索) ("UNIVO"), a public company listed on the Tel Aviv Stock Exchange (TASE:UNVO), will acquire control over the outstanding shares of NeuroNOS Israel Ltd. (搜索) ("NeuroNOS"), a biopharmaceutical company focused on developing treatments for neurological disorders and neuro-oncology. The transaction is intended to provide NeuroNOS with dedicated resources, funding, and strategic focus to advance its pipeline candidates targeting complex neurological disorders, including Autism Spectrum Disorder (搜索) (ASD), brain cancers including Glioblastoma (搜索) (GBM), and Alzheimer's disease (搜索).
Transaction Structure and Terms
Currently, Beyond Air, through its wholly owned Irish subsidiary NeuroNOS Limited, holds 5,000,000 ordinary shares of NeuroNOS, representing approximately 58% of NeuroNOS's issued share capital on a fully diluted basis. Upon closing, UNIVO will purchase NeuroNOS Limited's entire stake in NeuroNOS pursuant to a share purchase agreement among Beyond Air, NeuroNOS Limited, and UNIVO.
In exchange, Beyond Air will receive UNIVO ordinary shares representing 19.99% of UNIVO's issued and outstanding share capital, together with warrants to purchase additional UNIVO ordinary shares representing 19.99% of UNIVO's total outstanding options, warrants, and other awards, exercisable at $0.01 per share for five years following closing.
Separately, under an intellectual property transfer agreement between Beyond Air and NeuroNOS, Beyond Air will transfer to NeuroNOS certain intellectual property rights and other assets relating to NeuroNOS's development programs. In consideration, Beyond Air will receive up to $6.5 million in cash development milestone payments tied to the clinical advancement, regulatory approval, and commercialization of a therapeutic product based on NeuroNOS intellectual property. Beyond Air will also be eligible to receive up to $26.0 million in additional commercial milestone payments upon achievement of specified net sales thresholds.
Strategic Rationale
"This transaction marks an important next chapter for NeuroNOS and reflects our confidence in the science and the potential of its pipeline. By combining NeuroNOS with UNIVO, we are creating a more focused path to advance the company's programs with dedicated resources, while allowing Beyond Air to remain focused on the continued growth and execution of our core LungFit business. We are proud of what has been built at NeuroNOS and look forward to remaining aligned with its progress as a UNIVO shareholder and long-term partner," said Robert Goodman, Chief Executive Officer of Beyond Air.
The transaction is expected to close following satisfaction of the conditions set forth in the definitive agreement, including applicable board and shareholder approvals, regulatory and stock exchange approvals, completion of the contemplated investment, and other customary closing conditions.
NeuroNOS Pipeline and Scientific Platform
NeuroNOS is an Israeli biopharmaceutical company developing innovative treatments for neurodevelopmental disorders, neurodegenerative diseases, and brain tumors. The company specializes in small molecules that cross the blood-brain barrier to regulate nitric oxide (NO) levels in the brain, including through inhibition of the nNOS (Neuronal Nitric Oxide Synthase) (搜索) enzyme.
NeuroNOS's development pipeline includes BA-102 (搜索), being developed for indications within the autism spectrum disorder (搜索) (ASD) space, including Phelan-McDermid syndrome (搜索), as well as for Alzheimer's disease (搜索), and BA-101 (搜索), being developed for the treatment of glioblastoma (搜索). Both product candidates are currently in preclinical research and development and have not yet been approved for marketing.
In 2025, the U.S. Food and Drug Administration granted orphan drug designation to BA-102 (搜索) for the treatment of Phelan-McDermid syndrome (搜索) and to BA-101 (搜索) for the treatment of glioblastoma (搜索). NeuroNOS's operations are led by Amir Avniel and Prof. Haitham Amal, Chief Scientist, with expertise in nitric oxide pathways and brain disorders, together with a multidisciplinary research, development, clinical, regulatory, and quality team, and a Scientific Advisory Board that includes Nobel Prize in Chemistry laureates Prof. Roger Kornberg and Prof. Dan Shechtman.
About Beyond Air
Beyond Air is a commercial-stage medical device and biopharmaceutical company dedicated to harnessing the power of endogenous and exogenous nitric oxide (NO) to improve the lives of patients suffering from respiratory illnesses, neurological disorders, and solid tumors. The company has received FDA approval and CE Mark for its first system, LungFit PH, for the treatment of term and near-term neonates with hypoxic respiratory failure.