UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter) |
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(Address and telephone number, including area code, of registrant’s principal executive offices)
AMARILLO BIOSCIENCES, INC.
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into A Material Definitive Agreement.
Reference is made to that certain Convertible Note Purchase Agreement dated as of April 11, 2022 (the “Agreement”) by and between Ainos, Inc., a Texas corporation (the “Company”) and ASE Test, Inc. (collectively the “Purchaser”). The Purchaser is a member of the board of directors of the Company’s controlling shareholder, Ainos, Inc., a Cayman Islands corporation.
Pursuant to the Agreement the Purchaser paid a total of $500,000 U.S.D. (the “Principal Amount”) to the Company in exchange for a Convertible Promissory Note issued by the Company in the Principal Amount (the “Convertible Note”).
The Principal Amount of the Convertible Note is payable in cash on March 30, 2027, although the Company may prepay the Convertible Note in whole or in part without penalty. The Convertible Note is non-interest bearing. If not earlier repaid, the Convertible Note will be converted into shares of common stock, $0.01 par value per share of the Company, or such other securities or property for which the Convertible Note may become convertible, immediately prior to the closing of any public offering of the Company’s common stock as result of which the Company’s common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments described in Section 2(b) of the Convertible Note, will be eighty percent (80%) of the initial public offering price of the offering.
The foregoing description of the Agreement and Convertible Note are not complete and are qualified in their entirety by the text of the Agreement and the Convertible Note, forms of which are attached as Exhibit 2.1 and 10.1, respectively and incorporated herein by this reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The matters set forth under Sections 1.01 and 8.01 of this report are incorporated herein by this reference.
Item 8.01 Other Events
Reference is made to that certain Convertible Note Purchase Agreement dated as of March 31, 2022 (the “Agreement”) by and between Ainos, Inc., a Texas corporation (the “Company”) and Yun-Han Liao (collectively the “Purchaser”). The Purchaser is the daughter of We Hui-Lan, the Company’s Chief Financial Officer.
Pursuant to the Agreement the Purchaser paid a total of $50,000 U.S.D. (the “Principal Amount”) to the Company in exchange for a Convertible Promissory Note issued by the Company in the Principal Amount (the “Convertible Note”).
The Principal Amount of the Convertible Note is payable in cash on March 30, 2027, although the Company may prepay the Convertible Note in whole or in part without penalty. The Convertible Note is non-interest bearing. If not earlier repaid, the Convertible Note will be converted into shares of common stock, $0.01 par value per share of the Company, or such other securities or property for which the Convertible Note may become convertible, immediately prior to the closing of any public offering of the Company’s common stock as result of which the Company’s common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments described in Section 2(b) of the Convertible Note, will be eighty percent (80%) of the initial public offering price of the offering.
The foregoing description of the Agreement and Convertible Note are not complete and are qualified in their entirety by the text of the Agreement and the Convertible Note, forms of which are attached as Exhibit 2.1 and 10.1, respectively and incorporated herein by this reference.
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Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed as part of this report:
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ainos, Inc. |
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Date: April 15, 2022 | By: | /s/ Chun-Hsien Tsai |
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| Name: Chun-Hsien Tsai |
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| Title: Chief Executive Officer |
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