1. Organization and Business. Ainos, Inc., a Texas corporation formerly known as Amarillo Biosciences, Inc. (the "Company", "we" or "us"), is engaged in developing medical technologies for point-of-care (“POCT”) testing and safe and novel medical treatment for a broad range of disease indications. Since our inception in 1984, we have concentrated our resources on business planning, raising capital, research and clinical development activities for our programs, securing related intellectual property and commercialization of proprietary therapeutics using low-dose non-injectable interferon (“IFN”). In addition to our core IFN technology, we are committed to developing a diversified healthcare business portfolio to include medical devices and consumer healthcare products. Although we have historically been involved in extensive pharmaceutical research and development of low-dose oral interferon as a therapeutic, we are prioritizing the commercialization of medical devices as part of our diversification strategy. Since the beginning of 2021, we have acquired significant intellectual property from our majority shareholder, Ainos, Inc., a Cayman Islands corporation (“Ainos KY”), to expand our potential product portfolio into Volatile Organic Compounds (“VOC”) POCTs and COVID-19 POCTs. We expect our underlying intellectual property to enable us to expedite the commercialization of our medical device pipeline, beginning with the Ainos-branded COVID-19 POCT product candidates.
1. Organization and Summary of Significant Accounting Policies
Organization and Business
We are engaged in developing medical technologies for point-of-care (“POCT”) testing and safe and novel medical treatment for a broad range of disease indications. Since our inception in 1984, we have concentrated our resources on business planning, raising capital, research and clinical development activities for our programs, securing related intellectual property and commercialization of proprietary therapeutics using low-dose non-injectable interferon (“IFN”). In addition to our core IFN technology, we are committed to developing a diversified healthcare business portfolio to include medical devices and consumer healthcare products.
Although we have historically been involved in extensive pharmaceutical research and development of low-dose oral interferon as a therapeutic, we are prioritizing the commercialization of medical devices as part of our diversification strategy. Since the beginning of 2021, we have acquired significant intellectual property from our majority shareholder, Ainos KY, to expand our potential product portfolio into Volatile Organic Compounds (“VOC”) and COVID-19 POCTs. This includes 51 issued and pending patents related to VOC technologies and 3 issued patents for COVID-19 POCT products. We expect our underlying intellectual property to enable us to expedite the commercialization of our medical device pipeline, beginning with Ainos-branded COVID-19 POCT product candidates.
Basis of Accounting
The basis is United States generally accepted accounting policies (“U.S. GAAP”).
Going Concern
These financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has generated minimal revenue and has an accumulated deficit totaling $10,108,916 since inception. These factors, among others, indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of this filing.
In order to obtain the necessary capital to sustain operations, management’s plans include, among other things, the possibility of pursuing new equity sales and/or making additional debt borrowings, There can be no assurances, however, that the Company will be successful in obtaining additional financing, or that such financing will be available on favorable term, if at all. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected and the Company may cease operations. These factors raise substantial doubt regarding our ability to continue as a going concern. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.
Fair Value of Financial Instruments
Under the Financial Account Standards Board Accounting Standards Codification (“FASB ASC”), we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with the Fair Value Measurement Topic of the FASB ASC, we implemented guidelines relating to the disclosure of our methodology for periodic measurement of our assets and liabilities recorded at fair market value.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
| · | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
| · | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| · | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. |
Our Level 1 assets and liabilities primarily include our cash and cash equivalents. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. The carrying amounts of accounts receivable, prepaid expense, accounts payable, accrued liabilities, advances from investors, and notes payable approximate fair value due to the immediate or short-term maturities of these financial instruments.
Stock-Based Compensation
Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company has adopted the simplified method to account for forfeitures of employee awards as they occur and as a result, we will record compensation cost assuming all option holders will complete the requisite service period. If an employee forfeits an award because they fail to complete the requisite service period, we will reverse compensation cost previously recognized in the period the award is forfeited.
Cash and Cash Equivalents
The Company classifies investments as cash equivalents if the original maturity of an investment is three months or less.
Revenue Recognition
We account for revenue from contracts with customers in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (“Topic 606”).” The unit of account in Topic 606 is a performance obligation, which is a promise in a contract to transfer to a customer either a distinct good or service (or bundle of goods or services) or a series of distinct goods or services provided at a point in time or over a period of time. Topic 606 requires that a contract’s transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is to be allocated to each performance obligation in the contract based on relative standalone selling prices and recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied.
Total revenues include sales of products to customers, net of discounts or allowances, if any, and include freight and delivery costs billed to customers. Revenues for product sales are recognized when control of the promised good is transferred to unaffiliated customers, typically when finished products are shipped. Shipping costs are deemed fulfillment costs and are not recognized as a separate performance obligation.
Allowance for Doubtful Accounts
The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no material accounts receivable and no allowance at December 31, 2021 or 2020.
Inventory
Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company continually assesses the appropriateness of inventory valuations giving consideration to slow-moving, non-saleable, out-of-date or close-dated inventory.
Property and Equipment
Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the two to seven year estimated useful lives of the assets.
Patents and Patent Expenditures
The Company holds patent license agreements and maintains patents that are owned by the Company. All patent license agreements remain in effect over the life of the underlying patents. Accordingly, the patent license fee is being amortized over the estimated life of the patent using the straight-line method. Patent fees and legal fees associated with the issuance of new owned patents are capitalized and amortized over the estimated 8 to 20 year life of the patent. The Company continually evaluates the amortization period and carrying basis of patents to determine whether subsequent events and circumstances warrant a revised estimated useful life or impairment in value. No patent costs were written off for the years ended December 31, 2021, or December 31, 2020.
Income Taxes
The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.
Research and Development
Internal research and development (“R&D”) costs are expensed as incurred. Clinical trial costs incurred by third parties are expensed as the contracted work is performed. Where contingent milestone payments are due to third parties under research and development collaborations, prior to regulatory approval, the payment obligations are expensed when the milestone results are achieved. Payments made to third parties subsequent to regulatory approval are capitalized as intangible assets and amortized to cost of products sold over the remaining useful life of the related product.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Basic and Diluted Net Income (Loss) Per Share
The basic earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first year for any potentially dilutive debt or equity.
As of December 31, 2021, potentially dilutive shares are not included in the calculation of fully diluted net loss per share as the effect with a net loss would be antidilutive.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash. The Company has cash balances in a single U.S. financial institution which, from time to time, could exceed the federally insured limit of $250,000. The Company maintains multiple accounts in its Taiwan Branch office which help to mitigate risk. Our bank deposits in Taiwan are insured by the Central Deposit Insurance Corp. (“CDIC”) with an insured limit of NT$3,000,000 per account.
No loss has been incurred related to the aforementioned concentration of cash.
Recent Accounting Pronouncements
There have been no new accounting pronouncements issued or adopted during the year ended December 31, 2021 that are of significance to us.
2. Basis of presentation. The accompanying consolidated financial statements, which should be read in conjunction with the audited financial statements and footnotes included in the Company's Form 10-K/A for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on April 15, 2022 have been prepared in accordance with the Generally Accepted Accounting Principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by for audited financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022.
2. Property and Equipment, net
Property and equipment are stated at cost less accumulated depreciation and consist of the following at December 31, 2021 and 2020:
|
| December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Machinery and equipment |
| $ | 938,047 |
|
| $ | - |
|
Furniture and fixture |
|
| 47,960 |
|
|
| 107,549 |
|
Construction in process |
|
| 232,729 |
|
|
| - |
|
Total cost |
|
| 1,218,736 |
|
|
| 107,549 |
|
Less: accumulated depreciation |
|
| (31,034 | ) |
|
| (104,300 | ) |
Property and equipment, net |
| $ | 1,187,702 |
|
| $ | 3,249 |
|
Depreciation expense for the year ended December 31, 2021 and 2020 was $31,395 and $1,820, respectively. Construction in process represents assets that are not available for their intended use as of the balance sheet date.
Net property and equipment were $1,187,702 and $3,249 as of December 31, 2021 and 2020, respectively. We acquired $944,152 of machinery and equipment from Ainos KY pursuant to the Asset Purchase Agreement entered in November 2021.
3. Intangible assets, net
Intangible assets are stated at cost less accumulated amortization and consist of the following at December 31, 2021 and 2020:
|
| December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Patents and technology |
| $ | 39,371,317 |
|
| $ | 245,898 |
|
Less: accumulated amortization |
|
| (2,042,126 | ) |
|
| (65,270 | ) |
Patents and technology, net |
| $ | 37,329,191 |
|
| $ | 180,628 |
|
Amortization expense amounted to $2,000,302 for the year ended December 31, 2021 and $12,878 for the year ended December 31, 2020 respectively, and is included in R&D, selling, general and administrative expenses.
Patents were $37,329,191 and $180,628 as of December 31, 2021 and 2020 respectively. We acquired intellectual properties related to VOC and COVID-19 technologies from Ainos KY pursuant to a Securities Purchase Agreement dated December 24, 2020, by and between the Company (under its former name “Amarillo Biosciences, Inc.”) and Ainos KY (the “Securities Purchase Agreement”) and the Asset Purchase Agreement.
Estimated future amortization expense is as follows:
2022 |
|
| 4,522,141 |
|
2023 |
|
| 4,522,141 |
|
2024 |
|
| 4,534,493 |
|
2025 |
|
| 4,522,141 |
|
2026 |
|
| 4,521,973 |
|
Thereafter |
|
| 14,706,301 |
|
Total expense |
| $ | 37,329,191 |
|
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.
3. Financial Condition. These financial statements have been prepared in accordance with GAAP, on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has not yet achieved sustained operating income, and its operations are funded primarily from related-party convertible debt and equity financings. However, losses are anticipated in the ongoing development of its business and there can be no assurance that the Company will be able to achieve or maintain profitability.
The continuing operations of the Company and the recoverability of the carrying value of assets is dependent upon the ability of the Company to obtain necessary financing to fund its working capital requirements, and upon future profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.
There can be no assurance that capital will be available as necessary to meet the Company’s working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected and the Company may cease operations. These factors raise substantial doubt regarding our ability to continue as a going concern.
7. Non-Current Convertible Notes Payable. As of March 31, 2022 and December 31, 2021, the amount of non-current convertible notes payable was $26,900,000 and $0, respectively.
On January 30, 2022, we issued to Ainos KY a Convertible Promissory Note in the principal amount of $26,000,000 (the “APA Convertible Note”) for the Asset Purchase Transaction as more particularly described below in Item 8 in these Notes to Financial Statements. The principal sum of the APA Convertible Note is payable in cash on January 30, 2027, although we may prepay the APA Convertible Note in whole or in part without penalty. The APA Convertible Note is noninterest bearing. If not earlier repaid, the APA Convertible Note will be converted into shares of our common stock or such other securities or property for which the APA Convertible Note may become convertible, immediately prior to the closing of any public offering of our common stock as a result of which our common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments, will be 80% of the initial public offering price of the offering.
Convertible Note Offering Pursuant to Regulation S
The Company issued Convertible Notes pursuant to certain Convertible Note Purchase Agreements under Regulation S. The transactions are more particularly described below:
| · | $50,000 Convertible Note issued on March 31, 2022 to Yun-Han Liao. The purchaser is the daughter of Wu Hui-Lan, the Company’s Chief Financial Officer (the “Liao Convertible Note”). |
|
|
|
| · | $850,000 aggregate Convertible Notes issues on March 28, 2022 to Chih-Cheng Tsai, Ming-Hsien Lee, Yu-Yuan Hsu, and Top Calibre Corporation, a British Virgin Islands company (collectively the “Regulation S Notes”). |
|
|
|
| · | The Liao Convertible Note and the Regulation S Notes are collectively referred to as the “Convertible Notes”. |
The Principal Amount of the Convertible Notes are payable in cash on March 30, 2027, although the Company may prepay the Convertible Notes in whole or in part without penalty. The Convertible Notes are non-interest bearing. If not earlier repaid, the Convertible Notes will be converted into shares of common stock, $0.01 par value per share of the Company, or such other securities or property for which the Convertible Notes may become convertible, immediately prior to the closing of any public offering of the Company’s common stock as result of which the Company’s common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments, will be eighty percent (80%) of the initial public offering price of the offering.
5. Related Party Transactions
The following is a summary of related party transactions in 2021 and 2020 to which we have been a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets as of December 31, 2021 and 2020, and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest, other than compensation arrangements which are described in Part II, Item 5 “Market for the Registrant’s Common Equity and Related Shareholder Matters, and Issuer Purchases of Equity Securities,” and Part III, Item 11 “Executive Compensation.”
Name of the related party |
| Relationship |
| Description |
Taiwan Carbon Nano Technology Corporation (“TCNT”) |
| Affiliated company |
| TCNT is the majority shareholder of Ainos KY |
|
|
|
|
|
Ainos, Inc. (Cayman Island) (“Ainos KY”) |
| Affiliated company |
| Ainos KY is the majority shareholder of the Company |
|
|
|
|
|
ASE Technology Holding |
| Affiliated company |
| Sole owner of ASE Test Inc. which is Ainos KY’s board member and has more than 10% of the voting rights in Ainos KY |
|
|
|
|
|
Dr. Stephen T. Chen |
| Ainos’ former Chairman, President, CEO and CFO |
| Shareholder with more than 5% of the Company voting rights in 2021 and 2020 |
Purchase of intangible assets and equipment
Securities Purchase Agreement
On April 15, 2021, we consummated the Securities Purchase Agreement with Ainos KY. Pursuant to the Securities Purchase Agreement, we issued 100,000,000 shares of common stock at $0.20 per share to Ainos KY 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.” Immediately after the consummation of the transaction Ainos KY owned approximately 70.30% of the Company’s issued and outstanding shares of common stock.
Asset Purchase Agreement
On November 18, 2021, we entered into an Asset Purchase Agreement as modified by an Amended and Restated Asset Purchase Agreement dated as of January 29, 2022 (the “Asset Purchase Agreement”) with Ainos KY. We closed the transaction on January 30, 2022. See Notes 2, 3, and 12 for a discussion of the transaction.
Related Party Financing
All convertible and other notes payable were issued either as a result of financing or deferred compensation provided by shareholders. As of December 31, 2021 and 2020, the convertible notes payable and non-convertible notes payable for related parties totaled $3,505,931 and $805,001, respectively. Refer to Note 4 of the Notes to Financial Statements, which are incorporated herein by this reference, for more information.
Other transactions
COVID-19 Test Kits Sales and Marketing Agreement with Ainos KY
On June 14, 2021, we entered into an exclusive agreement with Ainos KY to serve as the master sales and marketing agent for the Ainos COVID-19 antigen rapid test kit and COVID-19 nucleic acid test kits which are manufactured by TCNT. On June 7, 2021, the TFDA issued an emergency use authorization to TCNT for the Ainos COVID-19 antigen rapid test kit that will be sold and marketed under the “Ainos” brand in Taiwan. As TCNT secures regulatory authorizations from foreign regulatory agencies, we expect to partner with regional distributors to promote sales in other strategic markets. We purchased $183,444 of COVID-19 antigen rapid test kit inventory from TCNT for the year ended December 31, 2021 and $0 in 2020.
Ainos – TCNT Product Development
On August 1, 2021, we entered into a five-year product development agreement with TCNT. Pursuant to the agreement both parties will endeavor to work together to develop pharmaceutical, medical and preventive medicine related products, with the Company being the exclusive sales agent. We will bear the cost associated with product development and TCNT will make accessible its personnel and facilities. Both parties shall each jointly own the intellectual property rights of all research results of the co-development collaboration. As a result, we incurred product development expenses totaling $205,883 as of December 31, 2021 of which $65,156 is in accrued payable as of December 31, 2021 and $0 in product development expenses in 2020.
COVID-19 Antigen Rapid Test Kits Sales
We sold Covid-19 antigen rapid test kits to ASE Technology Holding totaling $209,468 for the year ended December 31, 2021 and $0 in 2020.
8. Related Party Transactions. The following is a summary of related party transactions that met our disclosure threshold for the three months ended March 31, 2022 and 2021:
Asset Purchase Agreement
Ainos KY and the Company entered into an Asset Purchase Agreement dated as of November 18, 2021(the “Asset Purchase Agreement”), as modified by an Amended and Restated Asset Purchase Agreement dated as of January 29, 2022 (the “Amended Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, the Company acquired certain intellectual property assets and certain manufacturing, testing, and office equipment for a total purchase price of $26,000,000. Pursuant to the Asset Purchase Agreement, the Company agreed to hire certain employees of Ainos KY who are responsible for research and development of the IP Assets and/or Equipment on terms at least equal to the compensation arrangements undertaken by Ainos KY. From and after the closing, we will have no responsibility, duty or liability with respect to any employee benefit plans of Ainos KY. As payment of the purchase price, we issued to Ainos KY a Convertible Promissory Note in the principal amount of $26,000,000 upon closing on January 30, 2022 (the “APA Convertible Note”). Refer to Note 7 of the Notes to Financial Statements for more information.
Related Party Working Capital
All convertible and other notes payable were issued either as a result of financing or deferred compensation provided by related parties. As of March 31, 2022 and December 31, 2021, the convertible and non-convertible notes payable for related parties totaled $4,355,931 and $3,505,931, respectively. Refer to Note 6 and 7 of the Notes to Financial Statements for more information.
Purchase related to COVID-19 Antigen Rapid Test Kits
We incurred costs associated with finished goods, raw materials and manufacturing fees for Covid-19 antigen rapid test kits from TCNT pursuant to a Sales and Marketing Agreement, totaling $386,412 for the three months ended March 31, 2022. There were no purchases from TCNT during the same period last year.
Product Co-development Agreement
Pursuant to the five-year product co-development agreement effective on August 1, 2021 with TCNT (the “Product Co-Development Agreement”) we incurred development expenses totaling $167,422 for the three months ended March 31, 2022 of which $109,131 is in accrued payable as of March 31, 2022.
Promissory Note Extension Agreement
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 “Promissory Note Extension Agreement”). The total unpaid principal for these extended period convertible notes amount to $3,000,000 in the aggregate. Refer to Footnote 1 of Note 6 of the Notes to Financial Statements for more information.
6. Common Stock
We have 300,000,000 shares of voting common shares authorized for issuance. As of December 31, 2021, a total of 163,915,625 shares of common stock were either issued (144,379,308), reserved for conversion of convertible debt to stock (17,213,700), reserved for future issuance of RSUs for non-employee directors (1,320,000), held for future exercise of stock options (550,000) and shares reserved for warrant conversion (452,617).
| F-25 |
| Table of Contents |
From January 1, 2021 to December 31, 2021, we granted common stock to the following:
| · | On April 7, 2021, we issued 48,077 shares of common stock to Stephen T. Chen and/or Stephen T. Chen and Virginia M. Chen, Trustees, Stephen T. & Virginia M. Chen Living Trust Dated April 12, 2018 (Chen) as partial compensation payable for the period January 1, 2021 through March 31, 2021 under the Employment Agreement by and between the Company and Chen effective January 1, 2021 (“Chen Agreement”). |
|
|
|
| · | On April 7, 2021, we issued 5,769 shares of common stock to Bernard Cohen (“Cohen”) as partial compensation payable for the period January 1, 2021 through March 31, 2021 under the Employment Agreement by and between the Company and Cohen effective January 1, 2021 (“Cohen Agreement”). |
|
|
|
| · | On April 7, 2021, we issued 11,538 shares of common stock to Lawrence Lin (“Lin”) as compensation payable for the period January 1, 2021 through March 31, 2021 under the Consulting Agreement by and between the Company and Lin’s company, i2China Management Group, LLC, effective April 15, 2018 (“Lin Agreement”), as amended and made effective on January 1, 2020 (“Lin Amendment”). |
|
|
|
| · | On April 7, 2021, we issued 109,038 shares of common stock to John Junyong Lee as compensation payable for the period January 1, 2021 through March 31, 2021 under the Legal Retainer Agreement by and between the Company and Lee effective June 21, 2019 (“Lee Agreement”). |
|
|
|
| · | On April 15, 2021, we consummated the Securities Purchase Agreement and issued 100,000,000 shares of common stock at $0.20 per share to Ainos KY in exchange for certain patent assignments. |
|
|
|
| · | On June 30, 2021, we issued 5,342 shares of common stock as compensation payable for the period April 1, 2021 through April 15, 2021 under the Chen Agreement as amended by Amendment No. 2 that extended the termination date to April 15, 2021. |
|
|
|
| · | On June 30, 2021, we issued 107 shares of common stock to Bernard Cohen as compensation payable for the period April 1, 2021 through April 5, 2021 under the Cohen Agreement as amended by Amendment No. 1 that extended the termination date to April 5, 2021. |
|
|
|
| · | On June 30, 2021, we issued 3,846 shares of common stock to Lawrence Lin as compensation payable for the period April 1, 2021 through June 30, 2021 under the Lin Agreement and Lin Amendment. |
|
|
|
| · | On June 30, 2021, we issued 21,926 shares of common stock to John Junyong Lee as compensation payable for the period April 1, 2021 through June 30, 2021 under the Lee Agreement. |
|
|
|
| · | On July 30, 2021, we issued 20,000 shares of voting common stock to Ya-Ju (“Maggie Wang”), previously a branch manager of the Company’s Taiwan branch office. The Company received payment of $7,600 ($0.38 per share) in accordance to a Stock Option Agreement under the Company’s 2018 Employee Stock Option Plan. |
|
|
|
| · | On July 30, 2021, we issued 150,400 shares of voting common stock to Daniel Fisher, previously a Company board director. The Company received payment of $57,152 ($0.38 per share) in accordance to a Stock Option Agreement under the Company’s 2018 Officers, Directors, Employees and Consultants Nonqualified Stock Option Plan. |
|
|
|
| · | On December 27, 2021, we issued 1,491,953 shares of common stock to Top Calibre Corporation (“TCC”) resulting from an assignment of convertible promissory notes from Dr. Stephen T. Chen to TCC under that certain Assignment Agreement by and between Dr. Stephen T. Chen and TCC, dated December 15, 2021 (“TCC Agreement”). Convertible promissory notes #3.19, #4.19, #6.20, #7.20, #10.21 and #11.21 were exercised at its entirety at a strike price of $0.25 per share based on a combined aggregate principal and accrued interest amount of $372,988. |
|
|
|
| · | On December 27, 2021, we issued 413,368 shares of common stock to i2China Management Group LLC (“i2China”) resulting from a notice of demand from i2China to initiate the conversion of convertible promissory notes #5.19, #8.20a, and #11 exercised at its entirety at a strike price of $0.25 per share based on a combined aggregate principal and accrued interest amount of $103,342. |
| · | On December 27, 2021, we issued 2,946 shares of common stock to Lawrence Lin as compensation payable for the period July 1, 2021 through August 1, 2021 under the Lin Agreement and Lin Amendment. |
|
|
|
| · | On December 27, 2021, we issued 28,826 shares of common stock to John Junyong Lee as compensation payable for the period July 1, 2021 through September 31, 2021 under the Lee Agreement. |
We did not pay any dividends to its common stock shareholders in 2021 and has no plans to do so in the immediate future.
4. Common Stock. We have 300,000,000 shares of voting common shares authorized for issuance. On March 31, 2022, a total of 163,987,550 shares of common stock were either issued (144,379,308), reserved for conversion of convertible debt to stock (17,285,625), reserved for future issuance of RSUs for non-employee directors (1,320,000), held for future exercise of stock options (550,000) and shares reserved for warrant conversion (452,617). We also have $26.9 million outstanding in convertibles notes which are convertible into shares of common stock upon and at a conversion price equal to 80% of the offering price of any public offering as a result of which the Company's common stock is listed on a national exchange.
We have not paid any dividends to our common stock shareholders to date, and have no plans to do so in the immediate future.
7. Preferred Stock
We have 10,000,000 shares of preferred stock authorized for issuance.
No shares of preferred stock were outstanding as of December 31, 2021 and 2020 and none are outstanding as of the date of this report.
5. Preferred Stock. We have 10,000,000 shares of preferred stock authorized for issuance. No shares of preferred stock were outstanding as of March 31, 2022.
8. Stock Option and Stock Plans
2018 Employee Stock Option Plan (the “2018-ESOP”)
On September 26, 2018, the Board adopted the Company 2018 Employee Stock Option Plan (the “2018-ESOP”), formerly referred to as the “Amarillo Biosciences, Inc., 2018 Employee Stock Option Plan” in prior filings. The 2018-ESOP provides for the grant of Qualified Incentive Stock Options to the Company’s employees. The Board, in its adoption of the 2018-ESOP, directed the Officers to submit the 2018-ESOP to the shareholders for ratification and approval at the next scheduled shareholders meeting. Failure of the ratification and approval of the 2018-ESOP within one year of the effective date renders the qualified options to become nonqualified options for purposes of the U.S Internal Revenue Code. A stockholders meeting was not convened within the one year period and, as a result, any qualified options automatically became non-qualified options effective September 26, 2019.
The 2018-ESOP is administered by the Board or by a committee of directors appointed by the Board (the “Compensation Committee”) as constituted from time to time. The maximum number of shares of common stock which may be issued under the 2018-ESOP is 1,000,000 shares which will be reserved for issuance upon exercise of options.
The option price per share of common stock deliverable upon the exercise of an incentive stock option is 100% of the fair market value of a share on the date of grant. The option price is $0.38 per share and the options are exercisable during a period of ten years from the date of grant, where the options vest 20% annually over five years, commencing one year from date of grant.
Effective as of October 6, 2021, with the adoption by the Board of the 2021 SIP, no further awards may be granted under the 2018-ESOP. As of December 31, 2021, options to acquire 550,000 shares of common stock remained outstanding.
2018 Officers, Directors, Employees, and Consultants Nonqualified Stock Option Plan (the “2018-NQSOP”)
On September 26, 2018, the Board adopted the Company 2018 Officers, Directors, Employees, and Consultants Nonqualified Stock Option Plan (the “2018-NQSOP”), formerly referred to as the “Amarillo Biosciences, Inc., 2018 Officers, Directors, Employees, and Consultants Nonqualified Stock Option Plan” in prior filings. The 2018-NQSOP provides for the grant of nonqualified incentive stock options to employees. The 2018-NQSOP is administered by the Board or by the Compensation Committee as constituted from time to time. The maximum number of shares of common stock which may be issued under the 2018-NQSOP is 4,000,000 which will be reserved for issuance upon exercise of options. The option price for the nonqualified options is $0.382 exercisable for a period of ten years, with a vesting period of five years at 20% per year commencing one year from date of grant.
Effective as of October 6, 2021, with the adoption by the Board of the 2021 SIP, no further awards may be granted under the 2018-NQSOP. As of December 31, 2021, options to acquire 550,000 shares of common stock remained outstanding.
Equity Compensation Plans Information:
Stock Plans 1 |
| Issue Date Range |
| Total Options Authorized |
|
| Options Issued |
|
| Options Remaining2 |
| |||
2018 Employee Stock Option Plan3, 4 |
| 9/26/18 – 9/26/28 |
|
| 1,000,000 |
|
|
| 950,000 |
|
|
| 0 |
|
2018 Officers, Directors, Employees, and Consultants Nonqualified Stock Option Plan3 |
| 9/26/18 – 9/26/28 |
|
| 4,000,000 |
|
|
| 4,495,000 | 5 |
|
| 0 |
|
____________
1 The Board of Directors has approved all stock, stock option and stock warrant issuances.
2 Effective October 6, 2021, no further stock option issuance from 2018-ESOP and 2018-NQSOP as per provision in newly adopted 2021 Stock Incentive Plan.
3 Details of the option plans are also disclosed in Financial Statements footnote 8, Stock Options and Stock Plans.
4 On September 26, 2019, all qualified options under the 2018-ESOP became non-qualified options since the 2018-ESOP was not ratified by the Company’s shareholders within one year of adoption.
5 3,844,600 non-qualified options were forfeited as of July 15, 2021, while an additional 500,000 non-qualified options were reissued on August 1, 2021.
A summary of option activity for the years ended December 31, 2020 and December 31, 2021 are presented below.
Date |
| Number of Options 1Qualified |
|
| Number of Options Nonqualified |
|
| Weighted Average Exercise Price |
|
| Weighted Average Remaining Contractual Term |
|
| Aggregate Intrinsic Value |
| |||||
Balance December 31, 2019 |
|
| 850,000 |
|
|
| 3,807,000 |
|
| $ | 0.38 |
|
| 8 years |
|
|
| - |
| |
Exercised |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Expired or Forfeited |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Balance December 31, 2020 |
|
| 850,000 |
|
|
| 3,807,000 |
|
| $ | 0.38 |
|
| 7 years |
|
|
|
|
| |
Granted 2021 |
|
| - |
|
|
| 500,000 |
|
| $ | 0.38 |
|
| 10 years |
|
|
|
|
| |
Exercised |
|
| 20,000 |
|
|
| 150,400 |
|
| $ | 0.38 |
|
|
| - |
|
|
| - |
|
Expired or Forfeited |
|
| 780,000 |
|
|
| 3,656,600 |
|
| $ | 0.38 |
|
|
| - |
|
|
| - |
|
Balance December 31, 2021 |
|
| 50,000 |
|
|
| 500,000 |
|
| $ | 0.38 |
|
| 9.54 years |
|
|
| - |
| |
Vested as of December 31, 2021 |
|
| 30,000 |
|
|
| 0 |
|
| $ | 0.38 |
|
| 6.74 years |
|
|
| - |
| |
1 Because the 2018 Employee Stock Option Plan was not ratified by the Company’s shareholders, the qualified options became non-qualified on September 26, 2019. These totals remain separated since the two different plans are still in existence.
The Company used the Black-Scholes option pricing model to value the option awards with the following assumptions applied: (1) Volatility – 276%; (2) Term – 5 years was chosen although the full option term is 10 years to be more commensurate with the 5-year vesting portion of the plan; (3) Discount – 2.96%.
____________
2 See footnote 4 above.
As of December 31, 2021, there is $410,022 in unrecognized option expense that will be recognized over the next 2.58 years.
2021 Employee Stock Purchase Plan
On September 28, 2021, the Board approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP” or “Plan”). The purpose of the 2021 ESPP is to provide an opportunity for eligible employees of the company and its designated companies (as defined in the Plan) to purchase common stock at a discount through voluntary contributions, thereby attracting, retaining and rewarding such persons and strengthening the mutuality of interest between such persons and the Company’s stockholders. The Company intends for offerings under the Plan to qualify as an “employee stock purchase plan” under Section 423 of the Code; provided, that the Plan administrator may also authorize the grant of rights under offerings that are not intended to comply with the requirements of Section 423, pursuant to any rules, procedures, agreements, appendices, or sub-plans adopted by the administrator. Subject to adjustments as provided in the Plan, the maximum number of shares of common stock that may be issued under the Plan may not exceed 750,000 shares. Such shares may be authorized but unissued shares, treasury shares or shares purchased in the open market. The Plan is be subject to approval by the Company’s stockholders within twelve months after the date of Board approval. The Plan will become effective on the date that stockholder approval is obtained, and will continue in effect until it expires on the tenth anniversary of the effective date of the Plan, unless terminated earlier.
2021 Stock Incentive Plan
On September 28, 2021, the Board approved the 2021 Stock Incentive Plan (the “2021 SIP” or “Plan”). The purpose of the 2021 SIP is to provide a means through which the Company, and the other members of the Company Group, defined by Section 2(n) of the Plan as the Company and its subsidiaries, and any other affiliate of the Company designated as a member of the Company Group by the Committee, may attract and retain key personnel, and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company, or be paid incentive compensation measured by reference to the value of common stock, thereby strengthening their commitment to the interests of the Company Group and aligning their interests with those of the Company’s stockholders. The types of awards that may be granted from the Plan include individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Dividend Equivalent Rights and Other Equity-Based Award granted under the Plan. The Plan will be effective upon shareholder approval. The expiration date of the Plan, on and after which date no awards may be granted, will be the tenth anniversary of the date of Board approval of the Plan, provided, however, that such expiration will not affect awards then outstanding, and the terms and conditions of the Plan will continue to apply to such Awards. The aggregate number of shares which may be issued pursuant to awards under the Plan is 20,000,000 shares of Common Stock (the “Plan Share Reserve”), subject to adjustments as provided in the Plan. The number of shares underlying any award granted under 2018 ESOP or 2018 NQSOP (the “Prior Plans”) that expires, terminates or is canceled or forfeited for any reason whatsoever under the terms of the Prior Plans, will increase the Plan Share Reserve. Each Award granted under the Plan will reduce the Plan Share Reserve by the number of shares underlying the award. No more than 10,000,000 shares may be issued in the aggregate pursuant to the exercise of incentive stock options granted under the Plan. The maximum number of shares subject to awards granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such director during the fiscal year, will not exceed $600,000 in total value (calculating the value of any such awards based on their grant date fair value for financial reporting purposes).
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.
9. Warrants
As of December 31, 2021, there is only one warrant certificate outstanding between the Company and i2China Management Group, LLC, deemed for the purposes of related party transactions to be a related party of the company from August 1, 2021 to December 1, 2021, effective from November 25, 2020 until November 25, 2025. The warrant entitles the holder to purchase 452,617 shares of common stock at an exercise price of $0.27 per share. The warrant was valued at $68,349 and will be expensed over sixty (60) months. The Company used the Black-Scholes option pricing model to value the warrants with the following assumptions applied: (1) Volatility – 201%; (2) Term – 5 years (3) Discount Rate – 0.11%.
No warrants were exercised in 2020 or 2021.
10. Income Taxes
The Company accounts for income taxes under FASB Accounting Standard Codification ASC 740, Income Taxes. ASC 740 requires use of the liability method. ASC 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.
Income tax expense (benefit) attributable to income from continuing operations differed from the amounts computed by applying the U.S. Federal income tax of 21% to pretax income from continuing operations as a result of the following:
|
| December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Provision (benefit) at statutory rate |
| $ | (816,000 | ) |
| $ | (305,000 | ) |
Permanent differences |
|
| - |
|
|
| 1,000 |
|
Temporary differences |
|
| 206,000 |
|
|
| 79,000 |
|
Change in valuation allowance |
|
| 610,000 |
|
|
| 225,000 |
|
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2021 and 2020, are presented below:
|
| December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Deferred tax assets: |
|
|
|
|
|
| ||
Net operating loss carryforward |
| $ | 4,357,000 |
|
| $ | 4,328,270 |
|
Other assets |
|
| 248,000 |
|
|
| 217,000 |
|
Deferred tax assets |
|
| 4,605,000 |
|
|
| 4,545,270 |
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
| - |
|
|
| - |
|
Net deferred tax assets |
|
| 4,605,000 |
|
|
| 4,545,270 |
|
Valuation allowance |
|
| (4,605,000 | ) |
|
| (4,545,270 | ) |
At December 31, 2021, we estimate net operating loss carryforwards of approximately $20,747,517 for federal income tax purposes expiring in 2022 through 2041. The ability of the Company to utilize these carryforwards may be difficult and directly dependent upon many factors outside of our control, including, but not limited to, changes in the legal and regulatory framework and the operational and corporate structure of the Company and shareholders, or sales or transfers of stock by or among shareholders. For example, when the Company has experienced a change of control as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended, the use of any existing tax attributes would be severely limited. Also, obtaining value from the tax attributes is a function our return to profitable operations and the timeframe of that return. While we believe it is possible, there is no assurance that the Company will return to profitability in the future.
As of December 31, 2021, the Company had open tax years of 2020, 2019 and 2018 which are subject to examination by tax authorities.
11. Commitments and Contingencies
Lease and contract commitment
Our executive and administrative offices in the U.S. are located at 8880 Rio San Diego Drive, Suite 800, San Diego, CA 92108. The lease term began on April 1, 2021 as a semi-annual term and automatically renewed currently as a month-to-month renewal agreement.
Our Taiwan branch office is located in New Taipei City, Taiwan (“R.O.C.”) under a three-year office lease contract from June 2021 to May 2024. The office space is 1,250 square feet. We also have staff at a product development facility of approximately 8,517 square feet located in Miaoli County, Taiwan, pursuant to our Product Development Agreement with TCNT.
We have several construction work related contracts to build out our office and lab facilities in Taiwan. As of December 31, 2021, the total contract amount and outstanding contract amount for construction in progress were approximately US$670,000 and US$464,000, respectively.
Litigation
We not at this time involved in any legal proceedings.
Officer Compensation
Effective April 15, 2021, our Board appointed Mr. Chun-Hsien Tsai to serve as Chief Executive Officer. Mr. Tsai will receive a monthly salary of 250,000 New Taiwan Dollars (equivalent to approximately $8,929), a year-end bonus of two months’ salary, and a variable compensation based on Company profit targets decided by the Company’s Compensation Committee, and payable as 10-30% of total annual compensation in the form of cash, securities and/or other discretionary remuneration. An initial equity grant to Mr. Tsai will be determined by the Compensation Committee at a later date. Other benefits, including labor insurance, health insurance and other benefits, will be based on local regulations and the Company’s policies.
Effective August 11, 2021, our Board appointed Ms. Hui-Lan (“Celia”) Wu to serve as Chief Financial Officer. Ms. Wu will receive a monthly salary of 230,000 New Taiwan Dollars (equivalent to approximately $8,214), a year-end bonus of 2 months’ salary, and a variable compensation based on Company profit targets decided by the Company’s Compensation Committee, and payable as 10-30% of total annual compensation in the form of cash, securities and/or other discretionary remuneration. An initial equity grant to Ms. Wu will be determined by the Compensation Committee at a later date. Other benefits, including labor insurance, health insurance and other benefits, will be based on local regulations and the Company’s policies.
Effective August 1, 2021, we entered into an employment contract with Mr. Lawrence K. Lin in connection with his election as Executive Vice President of Operations (the “LL Agreement”). The LL Agreement is effective for three years and may be extended for additional years on the same terms and conditions upon mutual agreement. Under the LL Agreement, Mr. Lin will receive a monthly salary of $12,000, vesting stock options for 500,000 shares in the Company’s 2018 Officers, Directors, Employees and Consultants Non-Qualified Stock Option Plan, and a bonus of 10,000 shares in the Company’s common stock upon the Company’s successful listing on a Major National Exchange (as defined in the LL Agreement), and normal and customary benefits available to the Company’s employees. Mr. Lin is the sole member of i2China Management Group, LLC (“i2China”), a consultant previously engaged by the Company. Mr. Lin indirectly owns 452,617 warrants issued on November 25, 2020 to i2China; a non-convertible note issued to i2China on January 1, 2020 with a principal amount of $84,000; and convertible notes issued to i2China with a total principal and accrued interest amount of $103,342, that were converted into 413,368 shares of common stock on December 27, 2021 at a conversion price of $0.25 per share.
We previously hired Dr. Stephen T. Chen under an employment contract for the period January 1, 2018 through December 31, 2020 (“Prior Chen Contract”). On January 1, 2021 an employment agreement for a 3-month term was executed reflecting the same material terms and conditions of the Prior Chen Contract which includes (i) a $240,000 annual salary, (ii) $100,000 in Company shares payable quarterly based on the average share price of the closing quotes for the one month preceding issuance (referred to in the table as “Other Compensation”), (iii) certain employee benefits available to the our employees, and (iv) reimbursement of expenses made on behalf of the Company. The Company and Dr. Chen also executed a Settlement Agreement and Mutual General Release made effective December 24, 2020 covering any employment-related claims arising under the Prior Chen Contract. The Company and Dr. Chen also entered into an Intellectual Property Assignment Agreement made effective January 19, 2021 whereby Dr. Chen has assigned all right, title, and interest to certain patents, trademarks, and other intellectual property created or developed during Dr. Chen’s employment with the Company.
We previously hired Mr. Cohen under an employment contract for the period January 1, 2018 through December 31, 2020 (“Prior Cohen Contract”). On January 1, 2021 an employment agreement for a 3-month term was executed reflecting the same material terms and conditions of the Prior Cohen Contract which includes, (i) a $70,000 annual salary, (ii) $1,000 per month in Company shares paid monthly based on the average share price of the closing quotes for the one month preceding issuance (referred to in the table as “Other Compensation”), (iii) certain employee benefits available to the Company’s employees, and (iv) reimbursement of expenses made on behalf of the Company. The Company and Mr. Cohen also executed a Settlement Agreement and Mutual General Release made effective December 24, 2020 covering any employment-related claims arising under the Prior Cohen Contract. The Company and Mr. Cohen also entered into an Intellectual Property Assignment Agreement made effective January 19, 2021 whereby Mr. Cohen has assigned all right, title, and interest to certain patents, trademarks, and other intellectual property created or developed during Mr. Cohen’s employment with the Company.
12. Subsequent Events
Asset Purchase Agreement
Ainos KY and the Company entered into an Asset Purchase Agreement dated as of November 18, 2021 as modified by an Amended and Restated Asset Purchase Agreement dated as of January 29, 2022 (the “Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, the Company acquired certain intellectual property assets (the “IP Assets”) and certain manufacturing, testing, and office equipment (the “Equipment”) for a total purchase price of $26,000,000.
Pursuant to the Asset Purchase Agreement, the Company agreed to hire certain employees of Ainos KY (the “Employees”) who are responsible for research and development of the IP Assets and/or Equipment on terms at least equal to the compensation arrangements undertaken by Ainos KY. From and after the closing, we will have no responsibility, duty or liability with respect to any employee benefit plans of Ainos KY.
As payment of the purchase price, we issued to Ainos KY a Convertible Promissory Note in the principal amount of $26,000,000 (the “Convertible Note”) upon closing on January 30, 2022.
The principal sum of the Convertible Note is payable in cash on January 30, 2027, although we may prepay the Convertible Note in whole or in part without penalty. The Convertible Note is noninterest bearing. If not earlier repaid, the Convertible Note will be converted into shares of our common stock or such other securities or property for which the Convertible Note may become convertible, immediately prior to the closing of any public offering of our common stock as a result of which our common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments, will be 80% of the initial public offering price of the offering.
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. Ainos KY is the Company’s majority and controlling shareholder.
On March 17, 2022, we executed a Promissory Note Extension with Ainos KY dated March 17, 2022. Pursuant to the Agreement, the due dates for certain convertible notes enumerated as #12.21 to #24.21 issued by the Company to Ainos KY was extended to February 28, 2023. As of December 31, 2021 the total unpaid principal amount of $3,000,000, along with $9,507 in accrued interest were owed and outstanding to Ainos KY.
9. Subsequent Events.
On April 11, 2022, we issued to ASE Test Inc., a minority owner of Ainos KY, a convertible note in the principal amount of $500,000 due on March 30, 2027 (the “ASE Note”). The convertible note will automatically convert into shares of our common stock immediately prior to the closing of any public offering of our common stock as a result of which our common stock will be listed on a U.S. stock exchange. The conversion price, subject to certain adjustments, will be 80% of the initial public offering price of the offering.
We are engaged in developing medical technologies for point-of-care (“POCT”) testing and safe and novel medical treatment for a broad range of disease indications. Since our inception in 1984, we have concentrated our resources on business planning, raising capital, research and clinical development activities for our programs, securing related intellectual property and commercialization of proprietary therapeutics using low-dose non-injectable interferon (“IFN”). In addition to our core IFN technology, we are committed to developing a diversified healthcare business portfolio to include medical devices and consumer healthcare products.
Although we have historically been involved in extensive pharmaceutical research and development of low-dose oral interferon as a therapeutic, we are prioritizing the commercialization of medical devices as part of our diversification strategy. Since the beginning of 2021, we have acquired significant intellectual property from our majority shareholder, Ainos KY, to expand our potential product portfolio into Volatile Organic Compounds (“VOC”) and COVID-19 POCTs. This includes 51 issued and pending patents related to VOC technologies and 3 issued patents for COVID-19 POCT products. We expect our underlying intellectual property to enable us to expedite the commercialization of our medical device pipeline, beginning with Ainos-branded COVID-19 POCT product candidates.
The basis is United States generally accepted accounting policies (“U.S. GAAP”).
Under the Financial Account Standards Board Accounting Standards Codification (“FASB ASC”), we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with the Fair Value Measurement Topic of the FASB ASC, we implemented guidelines relating to the disclosure of our methodology for periodic measurement of our assets and liabilities recorded at fair market value.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
| · | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
| · | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| · | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable. |
Our Level 1 assets and liabilities primarily include our cash and cash equivalents. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. The carrying amounts of accounts receivable, prepaid expense, accounts payable, accrued liabilities, advances from investors, and notes payable approximate fair value due to the immediate or short-term maturities of these financial instruments.
In order to obtain the necessary capital to sustain operations, management’s plans include, among other things, the possibility of pursuing new equity sales and/or making additional debt borrowings, There can be no assurances, however, that the Company will be successful in obtaining additional financing, or that such financing will be available on favorable term, if at all. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected and the Company may cease operations. These factors raise substantial doubt regarding our ability to continue as a going concern. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.
Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company has adopted the simplified method to account for forfeitures of employee awards as they occur and as a result, we will record compensation cost assuming all option holders will complete the requisite service period. If an employee forfeits an award because they fail to complete the requisite service period, we will reverse compensation cost previously recognized in the period the award is forfeited.
The Company classifies investments as cash equivalents if the original maturity of an investment is three months or less.
We account for revenue from contracts with customers in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (“Topic 606”).” The unit of account in Topic 606 is a performance obligation, which is a promise in a contract to transfer to a customer either a distinct good or service (or bundle of goods or services) or a series of distinct goods or services provided at a point in time or over a period of time. Topic 606 requires that a contract’s transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is to be allocated to each performance obligation in the contract based on relative standalone selling prices and recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied.
Total revenues include sales of products to customers, net of discounts or allowances, if any, and include freight and delivery costs billed to customers. Revenues for product sales are recognized when control of the promised good is transferred to unaffiliated customers, typically when finished products are shipped. Shipping costs are deemed fulfillment costs and are not recognized as a separate performance obligation.
The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to non-collectability. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no material accounts receivable and no allowance at December 31, 2021 or 2020.
Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company continually assesses the appropriateness of inventory valuations giving consideration to slow-moving, non-saleable, out-of-date or close-dated inventory.
Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the two to seven year estimated useful lives of the assets.
The Company holds patent license agreements and maintains patents that are owned by the Company. All patent license agreements remain in effect over the life of the underlying patents. Accordingly, the patent license fee is being amortized over the estimated life of the patent using the straight-line method. Patent fees and legal fees associated with the issuance of new owned patents are capitalized and amortized over the estimated 8 to 20 year life of the patent. The Company continually evaluates the amortization period and carrying basis of patents to determine whether subsequent events and circumstances warrant a revised estimated useful life or impairment in value. No patent costs were written off for the years ended December 31, 2021, or December 31, 2020.
The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.
Internal research and development (“R&D”) costs are expensed as incurred. Clinical trial costs incurred by third parties are expensed as the contracted work is performed. Where contingent milestone payments are due to third parties under research and development collaborations, prior to regulatory approval, the payment obligations are expensed when the milestone results are achieved. Payments made to third parties subsequent to regulatory approval are capitalized as intangible assets and amortized to cost of products sold over the remaining useful life of the related product.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The basic earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first year for any potentially dilutive debt or equity.
As of December 31, 2021, potentially dilutive shares are not included in the calculation of fully diluted net loss per share as the effect with a net loss would be antidilutive.
Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash. The Company has cash balances in a single U.S. financial institution which, from time to time, could exceed the federally insured limit of $250,000. The Company maintains multiple accounts in its Taiwan Branch office which help to mitigate risk. Our bank deposits in Taiwan are insured by the Central Deposit Insurance Corp. (“CDIC”) with an insured limit of NT$3,000,000 per account.
No loss has been incurred related to the aforementioned concentration of cash.
There have been no new accounting pronouncements issued or adopted during the year ended December 31, 2021 that are of significance to us.
|
| December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Machinery and equipment |
| $ | 938,047 |
|
| $ | - |
|
Furniture and fixture |
|
| 47,960 |
|
|
| 107,549 |
|
Construction in process |
|
| 232,729 |
|
|
| - |
|
Total cost |
|
| 1,218,736 |
|
|
| 107,549 |
|
Less: accumulated depreciation |
|
| (31,034 | ) |
|
| (104,300 | ) |
Property and equipment, net |
| $ | 1,187,702 |
|
| $ | 3,249 |
|
|
| December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Patents and technology |
| $ | 39,371,317 |
|
| $ | 245,898 |
|
Less: accumulated amortization |
|
| (2,042,126 | ) |
|
| (65,270 | ) |
Patents and technology, net |
| $ | 37,329,191 |
|
| $ | 180,628 |
|
2022 |
|
| 4,522,141 |
|
2023 |
|
| 4,522,141 |
|
2024 |
|
| 4,534,493 |
|
2025 |
|
| 4,522,141 |
|
2026 |
|
| 4,521,973 |
|
Thereafter |
|
| 14,706,301 |
|
Total expense |
| $ | 37,329,191 |
|
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 | |||||||
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 | ||||||||
|
| December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Provision (benefit) at statutory rate |
| $ | (816,000 | ) |
| $ | (305,000 | ) |
Permanent differences |
|
| - |
|
|
| 1,000 |
|
Temporary differences |
|
| 206,000 |
|
|
| 79,000 |
|
Change in valuation allowance |
|
| 610,000 |
|
|
| 225,000 |
|
|
| December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Deferred tax assets: |
|
|
|
|
|
| ||
Net operating loss carryforward |
| $ | 4,357,000 |
|
| $ | 4,328,270 |
|
Other assets |
|
| 248,000 |
|
|
| 217,000 |
|
Deferred tax assets |
|
| 4,605,000 |
|
|
| 4,545,270 |
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
| - |
|
|
| - |
|
Net deferred tax assets |
|
| 4,605,000 |
|
|
| 4,545,270 |
|
Valuation allowance |
|
| (4,605,000 | ) |
|
| (4,545,270 | ) |
Stock Plans 1 |
| Issue Date Range |
| Total Options Authorized |
|
| Options Issued |
|
| Options Remaining2 |
| |||
2018 Employee Stock Option Plan3, 4 |
| 9/26/18 – 9/26/28 |
|
| 1,000,000 |
|
|
| 950,000 |
|
|
| 0 |
|
2018 Officers, Directors, Employees, and Consultants Nonqualified Stock Option Plan3 |
| 9/26/18 – 9/26/28 |
|
| 4,000,000 |
|
|
| 4,495,000 | 5 |
|
| 0 |
|
Date |
| Number of Options 1Qualified |
|
| Number of Options Nonqualified |
|
| Weighted Average Exercise Price |
|
| Weighted Average Remaining Contractual Term |
|
| Aggregate Intrinsic Value |
| |||||
Balance December 31, 2019 |
|
| 850,000 |
|
|
| 3,807,000 |
|
| $ | 0.38 |
|
| 8 years |
|
|
| - |
| |
Exercised |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Expired or Forfeited |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Balance December 31, 2020 |
|
| 850,000 |
|
|
| 3,807,000 |
|
| $ | 0.38 |
|
| 7 years |
|
|
|
|
| |
Granted 2021 |
|
| - |
|
|
| 500,000 |
|
| $ | 0.38 |
|
| 10 years |
|
|
|
|
| |
Exercised |
|
| 20,000 |
|
|
| 150,400 |
|
| $ | 0.38 |
|
|
| - |
|
|
| - |
|
Expired or Forfeited |
|
| 780,000 |
|
|
| 3,656,600 |
|
| $ | 0.38 |
|
|
| - |
|
|
| - |
|
Balance December 31, 2021 |
|
| 50,000 |
|
|
| 500,000 |
|
| $ | 0.38 |
|
| 9.54 years |
|
|
| - |
| |
Vested as of December 31, 2021 |
|
| 30,000 |
|
|
| 0 |
|
| $ | 0.38 |
|
| 6.74 years |
|
|
| - |
| |
Name of the related party |
| Relationship |
| Description |
Taiwan Carbon Nano Technology Corporation (“TCNT”) |
| Affiliated company |
| TCNT is the majority shareholder of Ainos KY |
|
|
|
|
|
Ainos, Inc. (Cayman Island) (“Ainos KY”) |
| Affiliated company |
| Ainos KY is the majority shareholder of the Company |
|
|
|
|
|
ASE Technology Holding |
| Affiliated company |
| Sole owner of ASE Test Inc. which is Ainos KY’s board member and has more than 10% of the voting rights in Ainos KY |
|
|
|
|
|
Dr. Stephen T. Chen |
| Ainos’ former Chairman, President, CEO and CFO |
| Shareholder with more than 5% of the Company voting rights in 2021 and 2020 |
As filed with the Securities and Exchange Commission on August 2, 2022
Registration No. 333-264527
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
AMENDMENT NO. 4 TO REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________________
|
(Exact name of registrant as specified in its charter) |
| 2834 |
| ||
State or other jurisdiction |
| (Primary Standard Industrial |
| (I.R.S. Employer |
incorporation or organization |
| Classification Code Number) |
| Identification Number) |
(
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
CT Corporation System
1999 Bryan St., Suite 900 Dallas, TX 75201-3136
(214) 979-1172
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of Communications to:
Carol B. Stubblefield Baker & McKenzie LLP 452 Fifth Avenue New York, New York 10018 Phone: (212) 626-4100
|
| Mitchell S. Nussbaum, Esq. Angela M. Dowd, Esq. Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 Phone: (212) 407-4000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| 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 7(a)(2)(B) of the Securities Act. ☐
_______________________
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said section 8(a), may determine.
EXPLANATORY NOTE
Ainos, Inc. is filing this Amendment No. 4 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-264527) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has been omitted.
2 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following exhibits are filed with this registration statement:
Exhibit Number |
| Exhibit Description |
|
|
|
| ||
|
|
|
3.1* |
| |
|
|
|
| ||
|
|
|
| Amended and Restated Bylaws of the Company, effective August 20, 2021 | |
|
|
|
| ||
|
|
|
| ||
|
|
|
| Form of Representative’s Warrant (included in Exhibit 1.1). | |
|
|
|
| ||
|
|
|
10.1* |
| |
|
|
|
10.1* |
| |
|
|
|
10.2* |
|
| II-1 |
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
|
| II-2 |
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
| Consent of PWR CPA, LLP, Independent Registered Public Accounting Firm. |
| II-3 |
23.2+ |
| Consent of Baker McKenzie LLP (included in Exhibit 5.1). |
|
|
|
24.1* |
| Power of Attorney (included on signature page to this registration statement). |
|
|
|
| ||
|
|
|
101.INS*** |
| XBRL PLACEHOLDER |
|
|
|
101.SCH*** |
| XBRL PLACEHOLDER |
|
|
|
101.CAL*** |
| XBRL PLACEHOLDER |
|
|
|
101.DEF*** |
| XBRL PLACEHOLDER |
|
|
|
101.LAB*** |
| XBRL PLACEHOLDER |
|
|
|
101.PRE*** |
| XBRL PLACEHOLDER |
+ Documents filed herewith.
* Previously filed
** The referenced exhibit is a management contract or compensation plan or arrangement described in Item 601(b)(10)(iii) of Regulation S-K.
***In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 shall be deemed to be “furnished” not “filed”.
| II-4 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Taipei, Taiwan (R.O.C.), on August 2, 2022.
| AINOS, INC. |
| |
|
|
|
|
By: | /s/ Chun-Hsien Tsai |
| |
| Chun-Hsien Tsai, Chairman of the Board, |
| |
|
| President, and Chief Executive Officer |
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
|
|
|
|
|
/s/ Chun-Hsien Tsai |
| Chairman of the Board, Chief Executive Officer and President |
| August 2, 2022 |
Chun-Hsien Tsai |
| (Principal Executive Officer) |
| |
|
|
|
|
|
/s/ Hui-Lan Wu |
| Chief Financial Officer |
| August 2, 2022 |
Hui-Lan Wu |
| (Principal Financial and Accounting Officer) |
| |
|
|
|
|
|
* |
| Director |
| August 2, 2022 |
Chung-Yi Tsai |
|
| ||
|
|
|
|
|
* |
| Director |
| August 2, 2022 |
Chung-Jung Tsai |
|
| ||
|
|
|
|
|
* |
| Director |
| August 2, 2022 |
Yao-Chung Chiang |
|
| ||
|
|
|
|
|
* |
| Director |
| August 2, 2022 |
Wen-Han Chang |
|
| ||
|
|
|
|
|
* |
| Director |
| August 2, 2022 |
Pao-Sheng Wei |
|
|
|
|
*By: | /s/ Chun-Hsien Tsai |
|
| Name: Chun-Hsien Tsai |
|
| Attorney-in-fact |
|
II-5 |