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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 17, 2023
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AINOS, INC. |
(Exact name of registrant as specified in its charter) |
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Texas |
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0-20791 |
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75-1974352 |
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(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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8880 Rio San Diego Drive,Ste. 800, San Diego, CA 92108 (858) 869-2986 |
(Address and telephone number, including area code, of registrant's principal executive offices) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
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AIMD |
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The Nasdaq Stock Market LLC |
Warrants to purchase Common Stock |
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AIMDW |
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The Nasdaq Stock Market LLC |
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:
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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 1.01. Entry Into a Material Definitive Agreement.
On August 17, 2023, Ainos, Inc., a Texas corporation (the “Company”), executed a Promissory Note Extension Agreement (the “KY Agreement”) to extend the maturity date of that certain Non-Convertible Promissory Note in favor of Ainos, Inc., a Cayman Islands company, dated March 17, 2022 in the Principal Amount of $800,000 and 1.85% per annum interest on unpaid principal and accrued interest (the “KY Note”). Pursuant to the KY Agreement, the unpaid amounts due under the Note are $300,000 in principal along with accrued interest and the maturity date is extended to March 31, 2025. The Company reserves its right to prepay all or part of the principal and/or interest pursuant to the Note, and accrued interest shall be equitably adjusted on the outstanding principal of any such payment.
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 to the KY and i2China Extension Agreements under Item 1.01 and Item 8.01, respectively, of this Form 8-K is incorporated herein by this reference.
Item 8.01 Other Events.
On August 17, 2023, the Company executed a Promissory Note Agreement (the “i2China Agreement”) to extend the maturity date of that certain Non-Convertible Promissory Note in favor of i2China Management Group, LLC, a Delaware limited liability company, dated January 1, 2020 in the Principal Amount of $84,000 and 1.85% per annum interest on unpaid principal and accrued interest (the “i2China Note”). Pursuant to the i2China Agreement, the unpaid amounts due under the Note are $42,000 in principal along with accrued interest and the Note maturity date is extended to September 1, 2024. The Company reserves its right to prepay all or part of the principal and/or interest pursuant to the Note, and accrued interest shall be equitably adjusted on the outstanding principal of any such payment.
Item 9.01. Financial Statements and Exhibits.
Exhibit |
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Description |
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Ainos KY Promissory Note Extension Agreement, dated August 17, 2023 |
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i2China Promissory Note Extension Agreement, dated August 17, 2023 |
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104 |
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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.
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Ainos, Inc. |
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Date: August 22, 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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EXHIBIT 10.1
PROMISSORY NOTE EXTENSION AGREEMENT
This Promissory Note Extension Agreement (the “Agreement”) is entered into this 17TH day of August, 2023 (the “Effective Date”) by and between Ainos, Inc., a Texas corporation (the “Maker”), and Ainos, Inc., a Cayman Islands corporation, or its successors or assigns (the “Holder”).
RECITALS
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| A. | The Parties entered into Non-Convertible Promissory Note dated March 17, 2022 in the Principal Amount of $800,000 with 1.85% per annum interest on unpaid principal and accrued interest, and a maturity date of March 31, 2023 (the “Note”). |
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| B. | As of the Effective Date of this Agreement, the unpaid principal under the Note amounts to $300,000 and interest has accrued on all unpaid balances. |
AGREEMENT
NOW, THEREFORE, the Parties agree as follows:
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| 1. | The maturity date of the Note is hereby extended to March 31, 2025. |
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| 2. | Maker reserves its right to prepay all or part of the principal and/or interest pursuant to the Note, and accrued interest shall be equitably adjusted on the outstanding principal of any such payment. |
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| 3. | All other terms and conditions of the Note shall continue in full force and effect. |
IN WITNESS WHEREOF, the undersigned Maker and Holder have duly executed this Extension Agreement.
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| COMPANY: |
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| Ainos, Inc., a Texas corporation |
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| By: | /s/ Chun-Hsien Tsai |
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| Chun-Hsien Tsai, CEO |
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| HOLDER: |
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| Ainos, Inc., a Cayman Islands corporation |
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| By: | /s/ Chun-Hsien Tsai |
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| Chun-Hsien Tsai, CEO |
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EXHIBIT 99.1
PROMISSORY NOTE EXTENSION AGREEMENT
This Promissory Note Agreement (the “Agreement”) is entered into this 17th day of August, 2023 (the “Effective Date”) by and between Ainos, Inc., a Texas corporation (the “Maker”), and i2China Management Group, LLC, a Delaware limited liability company, or its successors or assigns (the “Holder”).
RECITALS
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| A. | The Parties entered into Non-Convertible Promissory Note dated January 1, 2020 for the Principal Amount of $84,000 with 1.85% per annum interest on unpaid principal and accrued interest, and a maturity date of January 1, 2021 (the “Note”). |
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| B. | As of the Effective Date of this Agreement, the unpaid principal under the Note amounts to $42,000 and interest has accrued on all unpaid balances. |
AGREEMENT
NOW, THEREFORE, the Parties agree as follows:
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| 1. | The maturity date of the Note is hereby extended to September 1, 2024. |
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| 2. | Maker reserves its right to prepay all or part of the principal and/or interest pursuant to the Note, and accrued interest shall be equitably adjusted on the outstanding principal of any such payment. |
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| 3. | All other terms and conditions of the Note shall continue in full force and effect. |
IN WITNESS WHEREOF, the undersigned Maker and Holder have duly executed this Extension Agreement.
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| COMPANY: |
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| Ainos, Inc., a Texas corporation |
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| By: | /s/ Chun-Hsien Tsai |
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| Chun-Hsien Tsai, CEO |
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| HOLDER: |
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| i2China Management Group, LLC |
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| By: | /s/ Lawrence Lin |
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| Lawrence Lin, Manager / Member |
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