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): December 24,
2020
AMARILLO BIOSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
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Texas
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0-20791
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75-1974352
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(State
or other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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4134
Business Park Drive Amarillo, Texas
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79110-4225
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (806) 376-1741
(Former
name or former address if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Item 1.01
Entry Into A Material Definitive Agreement.
On
December 24, 2020, Amarillo Biosciences, Inc., a Texas corporation
(the “Company”) entered into a Securities Purchase Agreement
(“Agreement”) with Ainos, Inc., a Cayman Islands corporation
(“Purchaser”) and those certain principal shareholders of the
Company including (i) Stephen T. Chen, individually and as Trustee
of the Stephen T. Chen and Virginia M. Chen Living Trust, dated
April 12, 2018, (ii) Virginia M. Chen, individually and as Trustee
of the Stephen T. Chen and Virginia M. Chen Living Trust, dated
April 12, 2018, and (iii) Hung Lan Lee (collectively, “Major
Shareholders”).
Pursuant
to the Agreement, upon the closing of the transactions contemplated
thereby (the “Closing”), the Company will acquire certain patent
assets set forth on Annex A of the Patent Assignment attached to
the Agreement as Exhibit E (the “Patent Assets”) by issuing
100,000,000 shares of common stock (the “Shares”) valued at $0.20
to Purchaser. The Patent Assets encompass technologies relating to
development and manufacturing of point-of-care testing rapid test
kit products that include diagnostics for COVID-19 (SARS CoV2
Antigen Rapid Test), pneumonia, vaginal infection and helicobacter
pylori (H. pylori) bacterial infection.
The
parties currently anticipate that the Shares will represent at
least 51% of the issued and outstanding shares of common stock of
the Company at the Closing. The Agreement provides for certain
registration rights to the Purchaser regarding the Shares.
Following entering the Agreement, the Company will (1) hold a
special shareholder meeting to vote on, among other things: (i) the
adoption of the Agreement and approval of the transactions
contemplated by the Agreement; (ii) the amendment of the Company’s
charter documents to (A) increase the number of authorized shares
of common stock to 300,000,000 shares, (B) rename the Company to
“Ainos, Inc.” or any other corporate name designated by Purchaser,
and (C) decrease the number of authorized shares of preferred stock
to zero; and (iii) the expansion of the number of directors on the
Company’s Board of Directors (“Company Board”) and the election of
directors as designated by the Purchaser (collectively, the
“Company Shareholder Matters”); and (2) file with the Securities
and Exchange Commission a proxy statement or information statement,
which shall include the recommendation of the Company Board that
the Company’s shareholders approve the Agreement and authorize the
transactions contemplated thereby (the “Company Board
Recommendation”).
The
Closing is conditioned upon, among other things, the Company
shareholders’ approval of the Company Shareholder Matters. The
Agreement contains certain customary termination rights that are
(i) in favor of each of the Company and Purchaser, including by
mutual agreement or for uncured breach by the other party and (ii)
in favor of Purchaser, including if there is a change of the
Company Board Recommendation or, if the Closing has not been
consummated by the end of day on the forty-fifty day after the date
of the Agreement, subject to certain limitations.
The
Agreement contains customary representations, warranties and
covenants, including covenants obligating the Company to continue
to conduct its business in the ordinary course and to cooperate in
seeking regulatory approvals, as needed.
Under
the Agreement, the Major Shareholders agree to, among other things,
(i) vote all shares of common stock beneficially owned by the Major
Shareholders in favor of the adoption of the Company Shareholder
Matters, (ii) be responsible jointly and severally with the Company
for the Company’s indemnification obligations provided in the
Agreement and (iii) prior to the Closing, cause each of their
controlled entities to enter into a joinder agreement to be bound
by the terms and conditions of the Agreement as a Major
Shareholder.
The foregoing description of the Agreement is not
complete and is qualified in its entirety by the text of the
Agreement, which is filed as Exhibit 2.1 to this Current Report on
Form 8-K and is incorporated herein by
reference. The
Agreement contains representations, warranties and covenants that
the respective parties made to each other as of the date of the
Agreement or other specific dates. The assertions embodied in those
representations, warranties and covenants were made for purposes of
the contract among the respective parties and are subject to
important qualifications and limitations agreed to by the parties
in connection with negotiating such agreement. The representations,
warranties and covenants in the Agreement are also modified in
important part by the underlying disclosure schedules which are not
filed publicly and which are subject to a contractual standard of
materiality different from that generally applicable to
shareholders and were used for the purpose of allocating risk among
the parties rather than establishing matters as facts. We do not
believe that these schedules contain information that is material
to an investment decision.
Item 3.02
Unregistered Sales of Equity Securities.
The
disclosure set forth above in Item 1.01 of this Current Report is
incorporated by reference into this Item 3.02. The shares of common
stock of the Company to be issued in connection with the Agreement
and the transactions contemplated thereby will not be registered
under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance on the exemption from registration provided by
Section 4(a)(2) of the Securities Act and/or Regulation D
promulgated thereunder.
Item
7.01
Regulation FD Disclosure
On
December 30, 2020, the Company issued a press release relating
to the execution of the Agreement. A copy of the press release is
furnished herewith as Exhibit 99.1.
The
information furnished with this Item 7.01 of this Current Report on
Form 8-K and Exhibit 99.1, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference into
any other filing under the Securities Act, or the Exchange
Act.
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Securities Purchase
Agreement dated as of December 24, 2020*
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Press
Release
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* The schedules to this Exhibit have been
omitted in accordance with Regulation S-K Item 601(b)(2). The
Company agrees to furnish supplementally a copy of any omitted
schedule to the Securities and Exchange Commission upon
request.
Additional
Information and Where to Find It
In
connection with the proposed transaction, the Company plans to file
relevant materials with the Securities and Exchange Commission (the
“SEC”), including a proxy statement on Schedule 14A or an
information statement on Schedule 14C. Promptly after filing its
definitive proxy statement or information statement with the SEC,
the Company will mail the definitive proxy statement or information
statement to each shareholder entitled to vote at the special
meeting relating to the transaction. INVESTORS AND SHAREHOLDERS ARE
URGED TO CAREFULLY READ THE PROXY STATEMENT OR INFORMATION
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY
DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL
FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES
TO THE TRANSACTION. The definitive proxy statement or information
statement, the preliminary proxy statement or information
statement, and other relevant materials in connection with the
transaction (when they become available) and any other documents
filed by the Company with the SEC, may be obtained free of charge
at the SEC’s website (www.sec.gov).
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
current report on Form 8-K (this “Report”) contains (and oral
communications made by us may contain) “forward-looking statements”
within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “plan,” “predict,”
“project,” “target,” “future,” “seek,” “likely,” “strategy,” “may,”
“should,” “will,” and similar references to future periods.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
our current beliefs, expectations, and assumptions regarding the
future of our business, future plans and strategies, projections,
anticipated events and trends, the economy, and other future
conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks, and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Our actual results may differ
materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking
statements. Important factors that could cause our actual results
to differ materially from those indicated in the forward-looking
statements include, among others, the following:
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the risk that one
or more closing conditions to the transaction may not be satisfied
or waived, on a timely basis or otherwise;
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the failure to
obtain shareholder approval;
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the risk that the
transaction does not close when anticipated, or at
all;
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matters arising in
connection with the parties’ efforts to comply with and satisfy
applicable regulatory approvals and closing conditions relating to
the transaction;
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there may be a
material adverse change of the Company, or its business may suffer
as a result of uncertainty surrounding the
transaction;
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the transaction may
involve unexpected costs, liabilities, or delays;
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the Company’s
limited cash and history of losses;
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the Company’s
ability to achieve profitability;
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heated competition
and rapidly advancing technology in the Company’s industry that may
outpace its technology;
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customer demand for
the products and services the Company develops;
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the impact of
competitive or alternative products, technologies and
pricing;
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the Company’s
ability to manufacture any products it develops;
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general economic
conditions and events and the impact they may have on the Company
and its potential customers, including but not limited to the
impact of COVID-19;
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the Company’s
ability to obtain adequate financing in the future;
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the impact of
promulgation and implementation of regulations by the U.S. Food and
Drug Administration (“FDA”) and by foreign governmental
instrumentalities with functions similar to those of the FDA on the
Company’s operations and technology;
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lawsuits and other
claims by third parties or investigations by various regulatory
agencies governing the Company’s operations;
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our success in
managing the risks involved in the foregoing items.
Any
forward-looking statement made by us in this Report speaks only as
of the date on which such statement is made. New factors emerge
from time to time and it is not possible for management to predict
all such factors, nor can it assess the impact of any such factor
on the business or the extent to which any factor, or combination
of factors, may cause results to differ materially from those
contained in any forward-looking statement. Readers should also
review the risks and uncertainties listed in our most recent Annual
Report on Form 10-K and other reports we file with the U.S.
Securities and Exchange Commission, including (but not limited to)
Item 1A - “Risk Factors” in the Form 10-K and Management’s
Discussion and Analysis of Financial Condition and Results of
Operations and the risks described therein from time to time. We
undertake no obligation to publicly update any forward-looking
statement, whether written or oral, that may be made from time to
time, whether as a result of new information, future developments
or otherwise. The forward-looking statements contained in this
Report are intended to qualify for the safe harbor provisions of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as
amended.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Amarillo
Biosciences, Inc.
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Date: December 30,
2020
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By:
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/s/
Stephen
Chen
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Name:
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Stephen
Chen
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Title:
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Chief Executive
Officer and Chief Financial Officer
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