amar_8k
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15,
2021
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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4134 Business Park Drive Amarillo, Texas
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79110-4225
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (806)
376-1741
AMARILLO BIOSCIENCES, INC.
(Former name or former address if changed since last
report.)
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)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
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:
None.
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 2.01
Completion of Acquisition or Disposition of
Assets.
Reference is made to that certain Securities
Purchase Agreement, dated as of December 24, 2020 (the
“Agreement”), by and among Ainos, Inc.,
f/k/a
Amarillo Biosciences, Inc., a Texas
corporation (the “Company”), Ainos, Inc., a Cayman
Islands corporation (“Purchaser”) and those certain
principal shareholders of the Company including (i) Stephen T.
Chen, individually and as Trustee of the Stephen T. Chen and
Virginia M. Chen Living Trust, dated April 12, 2018, (ii) Virginia
M. Chen, individually and as Trustee of the Stephen T. Chen and
Virginia M. Chen Living Trust, dated April 12, 2018, and (iii) Hung
Lan Lee.
The
Board of Directors of the Company approved the Agreement and the
transactions contemplated by the Agreement (the
“Transactions”) unanimously on December 18, 2020 and
recommended the shareholders of the Company to approve such
corporate action items including (1) approving the Agreement and
Transactions including the issuance of the Shares (as defined
below) to the Purchaser; (2) adopting an amended Restated
Certificate of Formation, a copy of which was attached to the
definitive information statement filed with the Securities and
Exchange Commission (the “SEC”) on March 19, 2021 (the
“Information Statement”) as Appendix B (the
“Amended Restated Certificate”), to, among other
matters, (i) increase the authorized number of common stock of the
Company from 100,000,000 shares to 300,000,000 shares and (ii)
change the Company’s name to “Ainos, Inc.”; and
(3) electing seven directors designated by the Purchaser under the
Agreement (collectively, the “Corporate Action Items”).
A majority of the shareholders who held approximately 71.02% of the
voting power of the Company as of the record date approved the
Corporate Action Items. The Company completed mailing the
Information Statements to all its shareholders as of the record
date on March 26, 2021.
Pursuant
to the terms and conditions set forth in the Agreement, on April
15, 2021, the Company acquired those certain patent assets set
forth on Annex A of the Patent Assignment attached to the Agreement
as Exhibit E (the “Patent Assets”) by issuing
100,000,000 shares of common stock (the “Shares”)
valued at $0.20 per share to Purchaser. The Patent Assets encompass
technologies relating to development and manufacturing of
point-of-care testing rapid test kit products that include
diagnostics for COVID-19 (SARS CoV2 Antigen Rapid Test), pneumonia,
vaginal infection and helicobacter pylori (H. pylori) bacterial
infection. In connection with the closing (“Closing”)
of the Transactions, the Purchaser executed and delivered the
Patent Assignment to the Company.
Immediately
after the Closing and the issuance of the Shares, the Shares owned
by the Purchaser represented approximately 70.39% of the issued and
outstanding shares of common stock of the Company.
The
descriptions of the Agreement and the Transactions contained in
this Item 2.01 are summaries and are subject to and qualified in
their entirety by reference to the Agreement, which was filed as
Exhibit 2.1 to the Current Report on Form 8-K filed by the Company
with the SEC on December 30, 2020, and is incorporated by reference
herein.
Item 3.02
Unregistered Sales of Equity Securities.
The
disclosure set forth above in Item 1.01 of this Current Report is
incorporated by reference into this Item 3.02. The Shares issued
pursuant to the Agreement 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 3.03
Material Modification to Rights of Security Holders.
Following
the Closing, on April 15, 2021, the Company filed the Amended
Restated Certificate with the Secretary of State of Texas. The
material terms of the Amended Restated Certificate and the general
effect upon the rights of holders of the Company’s capital
stock are described in the sections of the Information Statement
entitled “The Certificate Amendment” beginning on page
14 and 28 of the Information Statement, which information is
incorporated herein by reference. A copy of the Amended Restated
Certificate is filed as Exhibit 3.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item
5.01
Changes in Control of Registrant.
The
information provided in Item 2.01 of this Current Report on Form
8-K is incorporated by reference into this Item 5.01.
At
the Closing, as a result of the issuance of the Shares to Purchaser
and the consummation of the other Transactions, a change in control
of the Company occurred.
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
information provided in Item 2.01 of this Current Report on Form
8-K is incorporated by reference into this Item 5.02.
Information
with respect to the Company’s directors immediately after the
Closing, including biographical information regarding these
individuals, is set forth in the Information Statement in the
section entitled “Election of Purchaser Designated
Directors” beginning on page 16 of 28 of the Information
Statement, which information is incorporated herein by
reference.
In
connection with the Closing, each of the Company’s directors
prior to the Closing resigned from their respective position as a
director of the Company, in each case effective as of April 15,
2021.
In
connection with the consummation of the Transactions, Mr.
Chun-Hsien Tsai was appointed to serve as the Company’s
Chairman of Board, President, Chief Executive Officer and Chief
Financial Officer and Mr. Chia –His Chen was appointed to
serve as the Company’s Chief Operating Officer effective as
of April 15, 2021.
In
connection with the Closing, Dr. Stephen T. Chen, the
Company’s Chairman of Board, President, Chief Executive
Officer and Chief Financial Officer prior to the Closing and Mr.
Bernard Cohen, the Company’s Vice President prior to the
Closing, resigned from their respective positions as executive
officers of the Company, in each case effective as of April 15,
2021. In connection with the termination of Mr. Cohen’s
employment agreement with the Company effective as of April 5,
2021, Mr. Cohen entered into an amendment effective April 15, 2021
to his Settlement Agreement and Mutual General Release dated
December 24, 2020, which amendment provided that the employee shall
release all claims against the Company arising from his prior
employment with the Company. The Company also expects to enter into
an amendment to Dr. Chen’s Settlement Agreement and Mutual
General Release dated December 24, 2020 providing that Dr. Chen
shall release all claims against the Company arising from his prior
employment with the Company.
Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The
information set forth in Item 3.03 of this Current Report on Form
8-K is incorporated herein by reference.
Item 7.01
Regulation FD
Disclosure
On April 21, 2021, the Company issued a press
release relating to the consummation of the
Transactions and its name change to “Ainos,
Inc.” A copy of the press
release is furnished herewith as Exhibit 99.1.
The
information furnished with this Item 7.01 of this Current Report on
Form 8-K and Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed
incorporated by reference into any other filing under the
Securities Act, or the Exchange Act.
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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Securities Purchase Agreement dated as of December 24, 2020
(incorporated by reference to Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed with the SEC on December 30,
2020).
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Restated
Certificate of Formation.
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Patent
Assignment, dated April 15, 2021, by Ainos, Inc.
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Press
Release.
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* The
schedules to this Exhibit have been omitted in accordance with
Regulation S-K Item 601(b)(2). The Company agrees to furnish a
supplemental copy any omitted schedule to the SEC upon
request.
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:
April 21, 2021
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By:
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/s/
Chun-Hsien Tsai
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Name:
Chun-Hsien Tsai
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Title:
Chief Executive Officer and Chief Financial Officer
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