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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): December 14, 2023
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AINOS, INC. |
(Exact name of registrant as specified in its charter) |
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) |
(Former name or former address if changed since last report.)
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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:
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
AIMD |
The Nasdaq Stock Market LLC |
Warrants to purchase Common Stock |
AIMDW |
The Nasdaq Stock Market LLC |
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 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year
Reverse Stock Split
Effective December 14, 2023 at 9:00 a.m., Eastern time (the “Effective Time”), Ainos, Inc. (the “Company”) amended its Certificate of Formation (the “Amendment”) to effect a reverse stock split of the Company’s common stock, par value $.01 (the “Common Stock”) at a ratio of 1-for-5 (the “Reverse Stock Split”).
The terms of the Reverse Stock Split are such that every five shares of the Company’s issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in par value per share. Holders of fractional shares will be paid out in cash for the fractional portion. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fraction of one share as a result of the Reverse Stock Split instead will receive an amount in cash equal to such fraction of a share multiplied by the closing sale price of Common Stock on The Nasdaq Capital Market (“Nasdaq”) on December 13, 2023, as adjusted for the Reverse Stock Split. The number of outstanding options and warrants will be adjusted accordingly. The Reverse Stock Split does not otherwise modify any rights or preferences of the Company’s Common Stock.
Effective upon market opening on December 14, 2023, the Common Stock will start trading on a split-adjusted basis commencing on Nasdaq. The new CUSIP number for the Common Stock following the Reverse Stock Split is 00902F303.
Preferred Stock Increase
The terms of the Amendment increase the total number of authorized shares of preferred stock from 10,000,000 to 50,000,000. The preferred stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof.
The foregoing description of the Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed with this report as Exhibit 3.1 and herein incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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104 |
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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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Ainos, Inc. |
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Date: December 14, 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 3.1
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF FORMATION
OF
AINOS, INC.
Pursuant to the Texas Business Organizations Code (the “Code”), the undersigned adopts the following Certificate of Amendment to its Restated Certificate of Formation, dated April 15, 2021 (the “Certificate of Formation”).
The name of the filing entity is Ainos, Inc. (the “Corporation”). This document will become effective on December 14, 2023, at 8:00 a.m., Central time (the “Effective Time”). The Corporation is a Texas for-profit corporation formed June 26, 1984. The filing number issued to the Corporation by the Secretary of State of the State of Texas is file number 71028800.
Article Four of the Certificate of Formation is amended by deleting Article Four thereof in its entirety and replacing it with the following:
The Corporation shall have authority to issue Three Hundred Million (300,000,000) shares of common stock, one- cent ($0.01) par value.
At the Effective Time, each five (5) shares of common stock issued and outstanding immediately prior to the Effective Time shall automatically, and without any further action by the holder thereof or the Corporation, be combined and converted into one (1) share of common stock reflecting a 1-5 reverse stock split (the “Reverse Stock Split”). All certificates representing shares of common stock outstanding immediately prior to the Effective Date shall upon the occurrence of the Effective Date represent instead the number of shares of common stock as provided above. Notwithstanding the foregoing, any holder of Common Stock may (but shall not be required to) surrender his, her or its stock certificate or certificates to the Corporation, and upon such surrender, if any, the Corporation will issue a certificate for the correct number of shares of common stock to which the holder is entitled under this Article Four.
No holder of shares of any class of the Corporation shall have the preemptive right to subscribe for or acquire additional shares of the Corporation of the same or any other class, whether such shares shall be hereby or hereafter authorized; and no holder of shares of any class of the Corporation shall have any right to acquire any shares which may be held in the Treasury of the Corporation. All such additional or Treasury shares may be sold for such consideration, at such time, and to such person or persons as the Board of Directors may from time to time determine.
The Corporation may purchase, directly or indirectly, its own shares to the extent of the aggregate of unrestricted capital surplus available therefore and unrestricted reduction surplus available therefore.
The right to cumulate votes in the election of directors is expressly prohibited.
Article Five of the Certificate of Formation is amended by deleting Article Five thereof in its entirety and replacing it with the following:
At the Effective Time, the Corporation shall have the authority to issue Fifty Million (50,000,000) shares of preferred stock, one-cent ($0.01) par value. The Board of Directors of the Corporation shall have authority to establish series of the unissued preferred stock of the Corporation by affixing and determining the designations, preferences, limitations, and relative rights, including voting rights, of the shares of any series so established to the same extent that such designations, preferences, limitations and relative rights could be stated if fully set forth in this Restated Certificate of Formation.
The foregoing amendments to the Certificate of Formation have been approved in the manner required by the Code and by the governing documents of the Corporation. The number of shares of the Corporation outstanding at the time of such adoption was 20,292,624 and the number entitled to vote thereon was 20,292,624. The number of shares consenting to the amendments was 13,473,651 constituting approximately 66.40% of the share entitled to consent.
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The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.
| Date: November 22, 2023 | By: | /s/ Chun-Hsien Tsai |
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| Chun-Hsien Tsai Chairman, President and Chief Executive Officer |
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