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Note 8 - Subsequent Events
3 Months Ended
Mar. 31, 2021
Notes to Financial Statements  
Subsequent Events

On April 1, 2021, the Company issued Note #11.21 for deferred compensation to Dr. Stephen T. Chen, Chairman, CEO, President, and CFO, in the amount of $18,050.  The Note is payable on May 1, 2021, or on demand and bears interest at the AFR[1] short-term rate of 1.85%.  The note is an advancing note with a maximum limit of $18,050 whereby the Company promises to repay the aggregate Principal Amount advanced to date up to the stated maximum amount at Maturity. The Company may request and the payee shall advance up to $9,025 on the 15th and last day of each month until the note matures.  The Note may be convertible in whole or in part at a conversion price of $0.25 per share into the Company’s common voting stock.

 

On April 15, 2021, the Company consummated its Securities Purchase Agreement dated December 24, 2020 (“Ainos Agreement”) with a strategic investor, Ainos, Inc., a Cayman Islands corporation (“Investor”) focused on advanced technology diagnostic medical devices and artificial intelligence consumer healthcare solutions. Investor develops and manufactures point-of-care testing (“POCT”) 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. Investor POCT delivers test results rapidly utilizing biosensors and artificial intelligence algorithms for volatile organic compound (VOC) analysis.  Pursuant to the Agreement, the Company issued 100,000,000 shares of common stock at $0.20 per share to Investor in exchange for certain patent assignments, increased its authorized common stock to 300,000,000 shares, and changed the Company’s name to “Ainos, Inc.” The Company’s prior Board of Directors resigned and seven (7) new board members were elected by our shareholders. In connection with the consummation of the transaction, Mr. Chun-Hsien Tsai was appointed to serve as the Company’s Chairman of Board, President, Chief Executive Officer and Chief Financial Officer. Mr. Chia-Hsi Chen was appointed to serve as the Company’s Chief Operating Officer effective as of April 15, 2021 but thereafter resigned effective as of April 28, 2021. Immediately after the consummation of the transaction and the issuance of the shares to the Investor, the Investor ownership in the Company is approximately 70.30% of the issued and outstanding shares of common stock of the Company. The foregoing description of the closing of the Ainos Agreement is not complete and is qualified in its entirety by the Form 8-K filed by the Company with the SEC on April 21, 2021, attached hereto as Exhibit 99.2 and which is incorporated herein by reference.

 

On April 27, 2021, the Company issued Note #12.21 for a short-term loan for working capital purposes from Ainos, Inc., a Cayman Islands Corporation in the amount of $15,000.  The Note is payable on October 27, 2021, or on demand and bears interest at the AFR1 short-term rate of 1.85%.  The note has a maximum limit of $15,000 whereby the Company promises to repay the aggregate Principal Amount to date up to the stated maximum amount at Maturity.  The Note may be convertible in whole or in part at a conversion price of $0.20 per share.

 

On April 28, 2021, Mr. Chia-Hsi Chen resigned as the Company’s Chief Operating Officer as of April 28, 2021 as reported by the Form 8-K filed by the Company with the SEC on May 3, 2021, attached hereto as Exhibit 99.3 and which is incorporated by reference.

 

On May 5, 2021, the Company issued Note #13.21 for a short-term loan for working capital purposes from Ainos, Inc., a Cayman Islands Corporation in the amount of $20,000.  The Note is payable on November 5, 2021, or on demand and bears interest at the Applicable Federal Rate (short-term rate) of 1.85%.  The note has a maximum limit of $20,000 whereby the Company promises to repay the aggregate Principal Amount to date up to the stated maximum amount at Maturity.  The Note may be convertible in whole or in part at a conversion price of $0.20 per share.

 

Notes #11.21, #12.21, and #13.21 are un-secured and are due on demand.  All shares issued on conversion are to be restricted subject to Rule 144 promulgated under the U.S. Securities Act of 1933.  The Company may prepay the notes in whole or in part at any time without penalty. The convertible notes due to Dr. Chen and Ainos, Inc., a Cayman Islands Corporation are related party notes.