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
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(Address and telephone number, including area code, of registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
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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)) |
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 3.02. Unregistered Sales of Equity Securities.
On or about November 24, 2023, Ainos, Inc., a Texas corporation (the “Company”), will issue 3,000,000 shares of the Company’s common stock, par value $0.01 (“Common Stock”), as Special Stock Awards to certain officers, directors, and management of the Company as follows:
Name | Number of shares | Position in Company |
Chun-Hsien Tsai | 250,000 | Chairman of the Board |
Chun-Jung Tsai | 250,000 | Director |
Wen-Han Chang | 250,000 | Director, Chairperson Compensation Committee, Member Audit Committee |
Yao-Chung Chiang | 250,000 | Director, Member Audit Committee |
Pao-Sheng Wei | 250,000 | Director, Chairperson Audit Committee, Member Compensation Committee |
Ting-Chuan Lee | 250,000 | Director |
Chung-Yi Tsai | 250,000 | Director |
Chun-Hsien Tsai | 630,000 | President and CEO |
Chih-Heng Lu | 300,000 | Director of Corporate Development |
Lawrence K Lin | 10,000 | Executive Vice President of Operations |
Jun Lee | 10,000 | Chief Legal Counsel |
Meng Lin Sung | 300,000 | CFO |
Total | 3,000,000 |
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The shares of Common Stock described above are not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
The matters set forth under Section 3.02 of this report are incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL) |
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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: November 24, 2023 | 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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