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Convertible Notes Payable
3 Months Ended 12 Months Ended
Mar. 31, 2022
Dec. 31, 2021
Convertible Notes Payable    
Convertible Notes Payable

6. Current Convertible Notes Payable and Other Notes Payable. As of March 31, 2022 and December 31, 2021, the amount of convertible and other notes payable totaled $4,389,931 and $3,589,931, respectively. The details of the convertible notes payable and other notes payable are shown in the table below:

 

Payee

No.

Effective Date

Due Date

From Effective

Following Maturity

Conversion Rate

Issuing Purpose

As of 12/31/2021

Addition

Payment

As of 3/31/2022

Accrued Interest

Current Convertible Notes Payable:

Stephen Chen

#1.16

1/30/2016

Payable on demand

0.75%

N/A

$ 0.17

working capital

114,026

-

-

114,026

6,050

Stephen Chen

#2.16

3/18/2016

Payable on demand

0.65%

N/A

$ 0.19

working capital

262,500

-

-

262,500

10,298

376,526

-

-

376,526

16,348

Ainos KY

#12.21

4/27/2021

2/28/2023 (1)

1.85%

N/A

$ 0.20

working capital

15,000

-

-

15,000

257

Ainos KY

#13.21

5/5/2021

2/28/2023 (1)

1.85%

N/A

$ 0.20

working capital

20,000

-

-

20,000

335

Ainos KY

#14.21

5/25/2021

2/28/2023 (1)

1.85%

N/A

$ 0.20

working capital

30,000

-

-

30,000

471

Ainos KY

#15.21

5/28/2021

2/28/2023 (1)

1.85%

N/A

$ 0.20

working capital

35,000

-

-

35,000

545

Ainos KY

#16.21

6/9/2021

2/28/2023 (1)

1.85%

N/A

$ 0.20

working capital

300,000

-

-

300,000

4,486

Ainos KY

#17.21

6/21/2021

2/28/2023 (1)

1.85%

N/A

$ 0.20

working capital

107,000

-

-

107,000

1,535

Ainos KY

#18.21

7/2/2021

2/28/2023 (1)

1.85%

N/A

$ 0.20

working capital

54,000

-

-

54,000

744

Ainos KY

#19.21

9/1/2021

2/28/2023 (1)

1.85%

N/A

$ 0.20

working capital

120,000

-

-

120,000

1,289

Ainos KY

#20.21

9/28/2021

2/28/2023 (1)

1.85%

N/A

$ 0.20

working capital

300,000

-

-

300,000

2,798

Ainos KY

#21.21

11/10/2021

2/28/2023 (1)

1.85%

N/A

$ 0.20

working capital

50,000

-

-

50,000

357

Ainos KY

#22.21

11/25/2021

2/28/2023 (1)

1.85%

N/A

$ 0.20

working capital

450,000

-

-

450,000

2,851

Ainos KY

#23.21

11/29/2021

2/28/2023 (1)

1.85%

N/A

$ 0.20

working capital

300,000

-

-

300,000

1,840

Ainos KY

#24.21

12/29/2021

2/28/2023 (1)

1.85%

N/A

$ 0.20

working capital

1,219,000

-

-

1,219,000

5,684

 

 

 

 

 

 

 

 

3,000,000

-

-

3,000,000

23,192

 Total convertible notes payable- related parties

3,376,526

-

-

3,376,526

39,540

Non-Convertible Notes Payable:

Stephen Chen

#9.21

1/1/2021

4/14/2021

0.13%

N/A

N/A

working capital

129,405

-

-

129,405

354

Ainos KY

#26.22 (2)

3/4/2022

3/31/2023

1.85%

N/A

N/A

working capital

-

800,000

-

800,000

1,135

Non-convertible notes payable-related party

129,405

800,000

-

929,405

1,489

i2 China

#8b.20

1/1/2020

1/1/2021

1.85%

N/A

N/A

consulting fee

84,000

-

-

84,000

3,527

 

 

 

Non-Convertible Notes payable- non-related party

84,000

 

 

84,000

3,527

 

 

 

Total non-convertible notes payable

213,405

800,000

-

1,013,405

5,016

Total convertible and non-convertible

3,589,931

800,000

-

4,389,931

44,556

Notes:

(1) On March 17, 2022, we executed a Promissory Note Extension Agreement with Ainos KY in which the due dates for certain convertible notes enumerated as #12.21 to #24.21 issued by the Company to Ainos KY were extended to February 28, 2023. The total unpaid principal for these extended period convertible notes amount to $3,000,000 in the aggregate.

(2) On March 11, 2022, the Board approved a Non-Convertible Note dated March 4, 2022 in favor of Ainos KY with a principal amount of $800,000, interest of 1.85% per annum on unpaid principal and accrued interest, and a maturity date of February 28, 2023. The Note includes standard provisions for notice, default, and remedies for default.

 

All of the aforementioned convertible promissory notes and other notes payable are unsecured and due on demand upon maturity. The Company may prepay the notes in whole or in part at any time. The holder of convertible notes has the option to convert some or all of the unpaid principal and accrued interest to our common voting stock.

 

The total interest expense of convertible notes payable and other notes payable for the three months ended March 31, 2022 and as of December 31 2021 was $15,883 and $11,897 respectively; the cumulative related accrued interest as of March 31, 2022 and December 31, 2021 were $44,556 and $28,673, respectively.

4. Convertible Notes Payable and Other Notes Payable

 

All convertible and other notes payable were issued either as a result of financing or deferred compensation provided by executives of the Company. As of December 31, 2021 and December 31, 2020, convertible and other notes payable totaled $3,589,931 and $953,001, respectively; including notes payable for related parties totaling $3,505,931 and $805,001, respectively. Refer to disclosure in Note 5 below.

The details of the convertible notes payable and other notes payable are shown in the table below:

 

Payee

No.

Effective Date

Due Date

From Effective

Following

Maturity

Conversion

Rate

Issuing Purpose

1/1/2021

 Addition

Payment

12/31/2021

Accrued Interest

Convertible notes payable:

Stephen Chen

#1.16

1/30/2016

Payable on demand

0.75%

NA

$ 0.17

working capital

114,026

114,026

5,839

Stephen Chen

#2.16

3/18/2016

Payable on demand

0.65%

NA

$ 0.19

working capital

262,500

262,500

9,878

Stephen Chen

#3.19

912019

9/1/2020

1.85%

10%

$ 0.25

salary

39,620

(39,620)

0

0

Stephen Chen

#4.19

1212019

12/31/2020

1.61%

10%

$ 0.25

working capital

14,879

(14,879)

0

0

Stephen Chen

#6.20

112020

1/1/2021

1.85%

10%

$ 0.25

salary

216,600

(216,600)

0

0

Stephen Chen

#7.20

112020

1/2/2021

1.60%

10%

$ 0.25

working capital

23,366

(23,366)

0

0

Stephen Chen

#10.21

112021

4/1/2021

1.85%

1.85%

$ 0.25

salary

59,025

(59,025)

0

0

Stephen Chen

#11.21

412021

5/1/2021

1.85%

10%

$ 0.25

salary

10,000

(10,000)

0

0

670,991

69,025

(363,490)

376,526

15,717

Ainos KY

#12.21

4/27/2021

10/27/2021

1.85%

NA

$ 0.20

working capital

15,000

15,000

189

Ainos KY

#13.21

5/5/2021

11/5/2021

1.85%

NA

$ 0.20

working capital

20,000

20,000

243

Ainos KY

#14.21

5/25/2021

11/25/2021

1.85%

NA

$ 0.20

working capital

30,000

30,000

335

Ainos KY

#15.21

5/28/2021

11/28/2021

1.85%

NA

$ 0.20

working capital

35,000

35,000

385

Ainos KY

#16.21

6/9/2021

12/9/2021

1.85%

NA

$ 0.20

working capital

300,000

300,000

3,117

Ainos KY

#17.21

6/21/2021

12/21/2021

1.85%

NA

$ 0.20

working capital

107,000

107,000

1,047

Ainos KY

#18.21

7/2/2021

1/2/2022

1.85%

NA

$ 0.20

working capital

54,000

54,000

498

Ainos KY

#19.21

912021

3/1/2022

1.85%

NA

$ 0.20

working capital

120,000

120,000

742

Ainos KY

#20.21

9/28/2021

3/28/2022

1.85%

NA

$ 0.20

working capital

300,000

300,000

1,429

Ainos KY

#21.21

11102021

5102022

1.85%

NA

$ 0.20

working capital

50,000

50,000

129

Ainos KY

#22.21

11252021

11/25/2022

1.85%

NA

$ 0.20

working capital

450,000

450,000

798

Ainos KY

#23.21

11/29/2021

5/29/2022

1.85%

NA

$ 0.20

working capital

300,000

300,000

471

Ainos KY

#24.21

12292021

6/29/2022

1.85%

NA

$ 0.20

working capital

1,219,000

1,219,000

124

0

3,000,000

0

3,000,000

9,507

 Total convertible notes payable- related parties

670,991

3,069,025

(363,490)

3,376,526

25,224

i2 China

#5.19

9/1/2019

9/1/2020

1.85%

10%

$ 0.25

consulting fee

16,000

(16,000)

0

0

i2 China

#8a.20

1/1/2020

1/1/2021

1.85%

10%

$ 0.25

consulting fee

48,000

(48,000)

0

0

i2 China

#11.21

112020

4/1/2021

1.85%

10%

$ 0.25

consulting fee

37,000

(37,000)

0

0

 Total convertible notes payable- non-related party

64,000

37,000

(101,000)

0

0

Total Convertible notes payable

734,991

3,106,025

(464,490)

3,376,526

25,224

Notes payable:

Stephen Chen

#9.21

1/1/2021

4/14/2021

0.13%

10%

NA

working capital

134,010

145,395

(150,000)

129,405

312

Notes payable-related party

134,010

145,395

(150,000)

129,405

312

i2 China

#8b.20

1/1/2020

1/1/2021

1.85%

10%

NA

consulting fee

84,000

84,000

3,137

 Notes payable- non-related party

84,000

0

0

84,000

3,137

Total notes payable

218,010

145,395

(150,000)

213,405

3,449

Total convertible and non-convertible

953,001

3,251,420

(614,490)

3,589,931

28,673

All of the aforementioned convertible promissory notes and other notes payable are unsecured and due on demand upon maturity. The Company may prepay the notes in whole or in part at any time. The Payee has the option to convert some or all of the unpaid principal and accrued interest to our common voting stock.

 

The convertible promissory notes are convertible on demand. The following convertible notes due to Stephen T. Chen - Notes 3.19, 4.19, 6.20, 7.20, 10.21, and 11.21 -- with a total principal and accrued interest amount of $372,988 were assigned by the holder to Top Calibre Corporation, a British Virgin Islands corporation, and subsequently converted in common stock of our company at a conversion price of $0.25 per share on December 27, 2021. No convertible notes were assigned in 2020.

 

During 2021, the Company received funding from Dr. Stephen T. Chen and Ainos KY totaling $214,420 and $3,000,000, respectively. Amounts owed to Dr. Stephen T. Chen of $150,000 were repaid. In 2020, the Company received funding from Dr. Stephen T. Chen totaling $373,976.

 

Note holders, i2China Management Group, LLC (“i2China”) and Dr. Stephen T. Chen (together the “Payees”), agreed to waive their rights pertaining to the conditional term “Annual Interest Rate on Matured, Unpaid Amounts: 10% per annum, compounded annually of Convertible Notes” in regards to interest charged on unpaid amounts following maturity for all of their respective notes. The Company and the Payees agree that the originally agreed annual interest rate will continue to be valid for any unpaid amounts after maturity. The amended terms of the above convertible notes and other notes payable were made during on September 1, 2021. Interest waived totaled $45,875.

 

The total interest expense for 2021 and 2020 totaled $21,727 and $10,702 respectively; the cumulative related accrued interest as of December 31, 2021 and 2020 were $28,673 and $24,196, respectively.