Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

__________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2024

__________________________________

AINOS, INC.

(Exact name of registrant as specified in its charter)

__________________________________

Texas

0-20791

75-1974352

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8880 Rio San Diego Drive, Ste. 800, San Diego, CA 92108

(858) 869-2986

(Address and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AIMD	The Nasdaq Stock Market LLC
Warrants to purchase Common Stock	AIMDW	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

Lind Financing

Pursuant to the previously disclosed Securities Purchase Agreement (“SPA”) with Lind Global Fund II LP (“Lind”), Ainos, Inc., a Texas Corporation (“Ainos”, “we” or the “Company”), exercised their rights under Section 2.1 of the SPA to raise additional financing in the principal amount of USD 1,750,000.00 with USD 875,000.00 funded at closing and USD 875,000.00 to be funded subject to an effective registration statement and other conditions specified in the SPA and the First Amendment to Senior Secured Convertible Promissory Note (as amended, the "Note")

The Maturity Date of the Note was amended to March 28, 2025, provided that the Company may extend such date to July 28, 2025. In the event the Company exercises its right to extend the Maturity Date, for each month of extension, the principal amount in the Note will be increased by 1% of the principal amount outstanding upon the date of the notice of extension, up to a maximum amount of 4%.

The Note will be convertible into Ainos' shares of common stock at an initial conversion price equal to $7.50 per share, reverse-split adjusted, and subject to adjustment as further specified in the Note.

The minimum market capitalization requirement applicable to the Note was reduced to USD 7,000,000.00 with grace period specified in the Note..

In connection with the amendment and additional closing contemplated under the Note, the Company will issue Lind a warrant to purchase 1,021,400 shares at an exercise price of $2.16 per share. The company issued to the Placement Agents warrants to purchase 4,666 shares of the Company’s common stock at an exercise price per share of $8.25, subject to adjustment. In addition, the Company paid the Placement Agents a cash fee of 7% of the gross proceeds.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The matters disclosed relating Ainos under Item 1.01 of this Form 8-K are incorporated herein by this reference.

Item 8.01 Other Events.

The Company issued a press release on January 24, 2024 announcing the placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Exhibits.

Exhibit Number		Exhibit
4.1		First Amendment, dated January 23, 2024, to Senior Secured Convertible Promissory Note dated as of September 28, 2023
4.2		Common Stock Purchase Warrant, dated January 23, 2024
99.1		Press Release of Ainos, Inc., dated January 24, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Ainos, Inc.

Date: January 24, 2024	By:	/s/ Chun-Hsien Tsai
		Name: Chun-Hsien Tsai
		Title: Chief Executive Officer

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Cover	Jan. 23, 2024
Document Information Line Items
Entity Registrant Name	AINOS, INC.
Entity Central Index Key	0001014763
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jan. 23, 2024
Entity File Number	0-20791
Entity Incorporation State Country Code	TX
Entity Tax Identification Number	75-1974352
Entity Address Address Line 1	8880 Rio San Diego Drive
Entity Address Address Line 2	Ste. 800
Entity Address City Or Town	San Diego
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92108
City Area Code	858
Local Phone Number	869-2986
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Common Stocks Member
Document Information Line Items
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	AIMD
Security Exchange Name	NASDAQ
Warrants Member
Document Information Line Items
Security 12b Title	Warrants to purchase Common Stock
Trading Symbol	AIMDW
Security Exchange Name	NASDAQ