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): January 23, 2024
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AINOS, INC. |
(Exact name of registrant as specified in its charter) |
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Texas |
| 0-20791 |
| 75-1974352 |
(State or other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
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 |
| 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 |
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 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.
Exhibit Number |
| Exhibit |
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4.2 |
| Common Stock Purchase Warrant, dated January 23, 2024 |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2 |
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: 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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3 |