UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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.
Lind Financing
Pursuant to the previously disclosed Securities Purchase Agreement (“SPA”) with Lind Global Fund II LP (“Lind”), Ainos, Inc., a Texas Corporation (“Ainos”, “we” or the “Company”), exercised their rights under Section 2.1 of the SPA to raise additional financing in the principal amount of USD 1,750,000.00 with USD 875,000.00 funded at closing and USD 875,000.00 to be funded subject to an effective registration statement and other conditions specified in the SPA and the First Amendment to Senior Secured Convertible Promissory Note (as amended, the "Note")
The Maturity Date of the Note was amended to March 28, 2025, provided that the Company may extend such date to July 28, 2025. In the event the Company exercises its right to extend the Maturity Date, for each month of extension, the principal amount in the Note will be increased by 1% of the principal amount outstanding upon the date of the notice of extension, up to a maximum amount of 4%.
The Note will be convertible into Ainos' shares of common stock at an initial conversion price equal to $7.50 per share, reverse-split adjusted, and subject to adjustment as further specified in the Note.
The minimum market capitalization requirement applicable to the Note was reduced to USD 7,000,000.00 with grace period specified in the Note..
In connection with the amendment and additional closing contemplated under the Note, the Company will issue Lind a warrant to purchase 1,021,400 shares at an exercise price of $2.16 per share. The company issued to the Placement Agents warrants to purchase 4,666 shares of the Company’s common stock at an exercise price per share of $8.25, subject to adjustment. In addition, the Company paid the Placement Agents a cash fee of 7% of the gross proceeds.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The matters disclosed relating Ainos under Item 1.01 of this Form 8-K are incorporated herein by this reference.
Item 8.01 Other Events.
The Company issued a press release on January 24, 2024 announcing the placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Exhibits.
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| Common Stock Purchase Warrant, dated January 23, 2024 |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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Date: January 24, 2024 | 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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EXHIBIT 4.1
FIRST AMENDMENT TO
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
This First Amendment (this “Amendment”) to that certain Senior Secured Convertible Promissory Note, dated as of September 28, 2023 (the “Note”), between Ainos, Inc., a Texas corporation (the “Company”), and Lind Global Fund II L.P., a Delaware limited partnership (the “Investor”), issued pursuant to that certain Securities Purchase Agreement, dated as of September 25, 2023 (as amended and in effect from time to time, the “Purchase Agreement”), by and between the Company and the Investor, is made and entered into as of January 23, 2024, by and between the Company and the Investor. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.
WHEREAS, the Investor has agreed to provide additional funding to the Company pursuant to Sections 2.1(b) and (c) of the Purchase Agreement; and
WHEREAS, in connection with such additional funding, the parties desire to amend the Note as set forth herein; and
WHEREAS, pursuant to Section 5.7 of the Note, each of the Company and the Investor may amend the Note in a written instrument signed by the Company and the Investor.
NOW THEREFORE, in consideration of the premises and covenants set forth herein and in the Purchase Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, pursuant to Section 5.7 of the Note, to amend the Note as follows:
1. Subsequent Closing. The Company and the Investor shall conduct an additional closing, pursuant to Sections 2.1(b) and (c) of the Purchase Agreement, for an aggregate Increased Funding Amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). The Increased Funding Amount will be payable as (a) Eight Hundred Seventy-Five Thousand Dollars ($875,000), less the Commitment Fee, as of the execution date of this Amendment, and (b) Eight Hundred Seventy-Five Thousand Dollars ($875,000), less the Commitment Fee, within five (5) Business Days following the Company providing written confirmation to the Investor that the Registration Statement covering the additional shares of Common Stock issuable under the Note (as discussed in Section 7 hereof) for the conversion of the Increased Funding Amount has been filed with the SEC and declared effective and that there is no ongoing Event of Default or that no Event of Default will occur as a result of such additional funding; provided, that for purposes of this provision, Section 2.1(s) of the Note shall be considered to be in effect notwithstanding the 90-day grace period included therein.
2. Definition of “Principal Amount” in Note. The definition of “Principal Amount” in the Note is hereby restated to be “Four Million Two Hundred Thirty-Five Thousand Dollars ($4,235,000)”.
3. Definition of “Maturity Date” in Note. The definition of “Maturity Date” in the Note is hereby restated to be March 28, 2025, provided, that the Company may extend such date to July 28, 2025”.
4. Extension of Maturity Date; Restatement of Section 1.3 of the Note. Section 1.3 of the Note is hereby restated to read:
In the event the Company exercises its right to extend the Maturity Date, for each month of extension, the Principal Amount in the Note shall be increased by one percent (1%) of the Principal Amount outstanding upon the date of the notice of extension, up to a maximum amount of four percent (4%).
5. Restatement of Section 2.1(s) of the Note. Section 2.1(s) of the Note is hereby restated to read:
(s) the Company’s Market Capitalization is below $7 million for ten (10) consecutive days, provided, that this Section 2.1(s) shall not become effective until ninety (90) days subsequent to January 23, 2024; or
6. Issuance of Warrant for Additional Closing. In connection with this Amendment and the additional Closing contemplated hereunder, the Company shall issue to the Investor a new Warrant to purchase 1,021,400 fully paid and non-assessable shares of Common Stock at an exercise price of $2.16 per share, on the same form as the form of Warrant attached as Exhibit C to the Purchase Agreement.
7. Conditions to Effectiveness. This Amendment shall be effective as of the date first written above upon the receipt by the Investor of this Amendment, duly executed and delivered by the Investor and the Company.
8. Registration. Within ninety (90) days of this Amendment, the Company shall file a Registration Statement covering the additional Conversion Shares under the Note, as well as any additional Investor Shares reasonably requested by the Investor. Such Registration Statement shall be filed pursuant to Section 9 of the Purchase Agreement and shall be governed by same.
9. Continued Validity of Purchase Agreement. Except as specifically amended hereby, the Purchase Agreement shall remain in full force and effect and all of the rights and obligations of each of the Investor and the Company under the Purchase Agreement are affirmed. In the event of a conflict between this Amendment and the Purchase Agreement, this Amendment shall control. All references in the Purchase Agreement or any Transaction Document shall hereafter refer to the Purchase Agreement as amended hereby. This Amendment shall be a Transaction Document for all purposes under the Purchase Agreement.
10. Fees and Expenses. On the effective date of this Amendment, the Company shall reimburse the Investor up to $10,000 for the reasonable and documented due diligence costs and fees and disbursements of Morgan, Lewis & Bockius LLP in connection with the preparation of the Amendment and the review of the Registration Statement, it being understood that Morgan, Lewis & Bockius LLP has not rendered any legal advice to the Company in connection with the transactions contemplated hereby and that the Company has relied for such matters on the advice of its own counsel. Such reimbursement shall be offset against the funding of the Increased Funding Amount as contemplated in Section 1. Except as specified above, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of the Transaction Documents, including this Amendment.
11. Governing Law; Dispute Resolution. This Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware, without reference to principles of conflict of laws or choice of laws.
12. Counterparts. This Amendment may be executed in two or more counterparts (including facsimile or “pdf” counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In proving this Amendment it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. Each party hereto hereby agrees that this Amendment and any other document to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Amendment or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.
| COMPANY: | INVESTOR: | ||||
| AINOS, INC. |
| LIND GLOBAL FUND II L.P. |
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| By: | /s/ Chun-Hsien Tsai | By: | /s/ Jeff Easton | ||
| Name: | Chun-Hsien Tsai | Name: | Jeff Easton | ||
| Title: | Chief Executive Officer | Title: | Managing Member of Lind Global Partners II LLC, General Partner | ||
EXHIBIT 99.1
Ainos Announces $1.75 Million Follow On Funding
The follow-on funding is a draw down from the $10 million private placement agreement entered into September 25 2023.
Use of proceeds include to advance planned VELDONA IND preparation and AI Nose VOC platform development with Nisshinbo Micro Devices Inc. (NISD) and Taiwan Inabata Sangyo Co. (Inabata).
SAN DIEGO, CA / ACCESSWIRE / January 24, 2024 / Ainos, Inc. (NASDAQ: AIMD, AIMDW) ("Ainos", or the "Company") announced today that it has placed an additional financing with Lind Global Fund II LP, an institutional investment fund managed by The Lind Partners (together the "Investor"). The funding amount is up to $1.75 million, with $875,000 funded at closing and $875,000 to be funded subject to effective registration statement and conditions specified in the agreement.
“We plan to use the proceeds to fund programs planned for the first half of 2024, including preparation work for IND applications for VELDONA human drug candidates and advancing co-development of a volatile organic compound (VOC) sensing platform, powered by AI Nose technology, in collaboration with NISD and Inabata,” said Chun-Hsien Tsai, Chairman and CEO.
The increased funding is in the form of amendment to a Senior Secured Convertible Promissory Note (the "Note") maturing on March 28, 2025, with extension option specified in the agreement. The Note will be convertible into Ainos' shares of common stock at an initial conversion price equal to $7.50 per share, reverse-split adjusted, and subject to adjustment as further specified in the Note. The Note will be repayable in cash upon maturity. Prior to maturity, the Investor can convert to common stock at conditions specified in the agreement. As part of the investment, the Investor was also granted five-year warrants equal to 75% of the funded amount at an initial exercise price equal to $2.16 per share of common stock, subject to adjustment.
Maxim Group LLC is acting as the lead placement agent for the private placement. Brookline Capital Markets, a division of Arcadia Securities, LLC is acting as the co-placement agent for the private placement.
Ainos has agreed to file a registration statement registering for the resale of the shares of common stock issuable upon the conversion of the Note and upon the exercise of the warrants. Subject to the satisfaction of certain conditions, additional tranches of funding may be provided by mutual agreement of the Investor and the Company. The Investor will be entitled to receive an additional warrant equal to 75% of the increased funding amount with an exercise price equal to 125% of the average of the ten (10) daily VWAPs during the ten (10) trading days prior to the subsequent closing date.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About The Lind Partners
The Lind Partners manages institutional funds that are leaders in providing growth capital to small- and mid-cap companies publicly traded in the US, Canada, Australia and the UK. Lind's multi-strategy funds make direct investments ranging from US$1 to US$30 million, invest in syndicated equity placements and selectively buy on market. Having completed more than 200 direct investments totaling over US$2 billion in transaction value, Lind's funds have been flexible and supportive capital partners to investee companies since 2011.
About Ainos, Inc.
Headquartered in San Diego, California, Ainos is a diversified healthcare company focused on the development of novel point-of-care testing (POCT), low-dose VELDONA interferon therapeutics, and synthetic RNA-driven preventative medicine. The company's products include VELDONA clinical-stage human therapeutics, VELDONA Pet cytoprotein health supplements, and telehealth-friendly POCTs powered by its AI Nose technology platform. The lead POCT candidate, Ainos Flora, is intended to be a telehealth-friendly POCT for women's health and certain common STIs. To learn more, visit https://www.ainos.com.
Follow Ainos on X, formerly known as Twitter (@AinosInc) and LinkedIn to stay up-to date.
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are made in reliance upon the "safe harbor" protections provided by such acts for forward-looking statements. Forward-looking statements can be identified by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "predict," "project," "target," "future," "likely," "strategy," "foresee," "may," "guidance," "potential," "outlook," "forecast," "should," "will" or other similar words or phrases. Similarly, statements describing the Company's objectives, plans or goals are, or may be, forward-looking statements.
Forward-looking statements are based only on the Company's current beliefs, expectations, and assumptions. Forward-looking statements are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside the Company's control. The Company's results may differ materially from those indicated in the forward-looking statements. Important factors that could cause the Company's actual results to differ materially from the projections, forecasts, estimates and expectations discussed in this press release include, among others, the Company's dependence on revenues from the sale of COVID-19 test kits and its VELDONA® Pet product line; the Company's limited cash and history of losses; the Company's ability to achieve profitability; the Company's ability to raise additional capital to continue the Company's product development; the ability to accurately predict the future operating results of the Company; the ability to advance Ainos' current or future product candidates through clinical trials, obtain marketing approval and ultimately commercialize any product candidates the Company develops; the ability to obtain and maintain regulatory approval of Ainos product candidates; delays in completing the development and commercialization of the Company's current and future product candidates, which could result in increased costs to the Company, delay or limit the ability to generate revenue and adversely affect the business, financial condition, results of operations and prospects of the Company; intense competition and rapidly advancing technology in the Company's industry that may outpace its technology; customer demand for the products and services the Company develops; the impact of competitive or alternative products, technologies and pricing; disruption in research and development facilities; lawsuits and other claims by third parties or investigations by various regulatory agencies governing the Company's operations; potential cybersecurity attacks; increased requirements and costs related to cybersecurity; the Company's ability to realize the benefits of third party licensing agreements; the Company's ability to obtain and maintain intellectual property protection for Ainos product candidates; compliance with applicable laws, regulations and tariffs; and the Company's success in managing the growth. A more complete description of these risk factors and others is included in the "Risk Factors" section of Ainos' Annual Report on Form 10-K, as amended, and its subsequent filings with the SEC. Many of these risks are beyond the Company's control. There may be additional risks that we consider immaterial or that are unknown, and it is not possible to predict or identify all such risks.
Ainos cautions that the foregoing list of factors is not exclusive. Ainos also cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Ainos undertakes no obligation to, and expressly disclaims any such obligation to, publicly update or revise any forward-looking statement to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to the future results over time or otherwise, except as required by law.
Investor Relations Contact
ICR, LLC
Robin Yang
Tel: +1 646-224-6971
Email: Ainos.IR@icrinc.com