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): July 8, 2024

 

 

 

AINOS, INC.

(Exact name of registrant as specified in its charter)

 

Texas		001-41461		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 [phone]

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

 

(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:

 

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

 

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.

 

As previously reported, on August 1, 2021, Ainos, Inc. ( the “Company”) entered into a five-year product development agreement (the “Product Development Agreement”) with Taiwan Carbon Nano Technology Corporation (“TCNT”). TCNT holds a majority share of Ainos Inc., a Cayman Islands corporation, which holds approximately 39% of the voting power of the Company as of July 8, 2024. Pursuant to the Product Development Agreement, the parties will co-develop pharmaceutical, medical device and other products defined in the agreement. As previously reported, on January 9, 2024, the Company and TCNT entered into an addendum to the Product Development Agreement (“First Addendum Agreement”) in connection with the scope of co-development and certain terms. For products defined in the First Addendum Agreement, TCNT will provide facilities, equipment, mass production process technology, ISO9001 and ISO13485 related management, as well as mass production support. The procurement of parts and raw materials, rental fees, and utility expenses are excluded. The Company paid a total fee of NT$5 million (approximately USD$161,000) for five-years of development commencing from 2024. For six months commencing from January 2024, TCNT will provide non-exclusive use of certain patents related to volatile organic compounds (“VOC”) and point-of-care testing (“POCT”) technologies for a monthly fee of US$95,000 (plus 5% sales tax), with negotiable payment terms (the “Patent Use Fee”).

 

On July 8, 2024, the Company and TCNT entered into the second addendum to the Product Development Agreement (“Second Addendum Agreement”) to extend the non-exclusive use of that certain patents related to VOC and POCT technologies and to pay the Patent Use Fee for an additional three months, from July 2024 to September 2024.

 

The foregoing description of the Second Addendum Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Addendum Agreement, an English translation of which is filed with this current report on Form 8-K as Exhibit 10.1 and is hereby incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Exhibits
10.1		English Translation of Second Addendum to Product Development Agreement, dated July 8, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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: July 12, 2024	By:	/s/ Chun-Hsien Tsai
	Name:	Chun-Hsien Tsai
	Title:	Chief Executive Officer

 

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Exhibit 10.1

 

This is the English translation of the Chinese version. In case of discrepancies between Chinese and English versions, the Chinese version shall prevail.

 

Second Addendum to the Product Development Agreement

 

Taiwan Carbon Nano Technology Corporation (hereinafter referred to as Party A) and Ainos, Inc., its subsidiaries and branch offices (hereinafter referred to as Party B), on August 1, 2021, entered a Product Development Agreement (hereinafter referred to as the “Original Agreement”). The parties hereby entered this addendum (hereinafter referred to as the “Addendum”) to clarify the cooperation items and costs. The parties agree to the following:

 

Article 1: Products to be co-developed under Article 1 of the Original Agreement is detailed as follows:

 

a.

VOC (Volatile Organic Compound) diagnostics;

 

b.

AI Nose and POCT mass production manufacturing process development;

 

c.

Flora mass production manufacturing process development;

 

d.

Ainos, NISD, and Inabata AI digital nose co-development platform process development;

 

e.

Lateral flow immunoassay diagnostic products;

 

f.

Products such as pet food and human food;

 

Management of ISO9001, ISO13485 and other related operations related to the R&D, trial production and mass production the above products shall be included.

 

g.

VELDONA drug: pre-manufacturing processing of key materials and manufacturing process development

 

The above products to be co-developed can be added or modified according to the development situation or market demand.

 

Article 2: The co-development fee will be NT$5 million over a five-year period from 2024.

 

Article 3: For the products in Article 1 of the Addendum, Party A shall provide Party B with physical site for product development, equipment, mass production process technology ISO9001 and ISO13485 related management, and mass production. The procurement of parts and raw materials, rental fee, water and electricity fees, etc. are excluded.

 

Article 4: The fee for non-exclusive use of patents is US$95,000 per month (plus 5% sales tax) for three months from July 2024 in the second phase. The parties may negotiate payment term and subsequent licensing method.

 

Article 5: The patents being licensed under this Addendum is attached.

 

 

Article 6: If there is any inconsistency between the meaning of the Original Agreement and this Addendum, the provisions of this Addendum shall prevail, and for matters not covered by this Addendum, the provisions of the Original Agreement shall still be followed.

 

Article 7: This Addendum is entered in Chinese and shall take effect upon the signature of both parties. A total of two copies, one for each party.

 

The Parties:

 

Taiwan Carbon Nano Technology Corporation

 

Representative: TSAI, CHUN-HSIEN

 

Address: 5F., No. 50-1, Keyan Rd. Zhunan Township, Miaoli Country 35041, Taiwan (R.O.C.)

 

Tax ID:

 

Ainos, Inc.

 

Representative: TSAI, CHUN-HSIEN

 

Address: 8880 Rio San Diego Drive, Suite 800 San Diego, CA 92108

 

Date: July 8, 2024

 

Cover	Jul. 08, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 08, 2024
Entity File Number	001-41461
Entity Registrant Name	AINOS, INC.
Entity Central Index Key	0001014763
Entity Tax Identification Number	75-1974352
Entity Incorporation, State or Country Code	TX
Entity Address, Address Line One	8880 Rio San Diego Drive
Entity Address, Address Line Two	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
Entity Emerging Growth Company	false
Common Stock, par value $0.01 per share
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	AIMD
Warrants to purchase Common Stock
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	AIMDW
Security Exchange Name	NASDAQ

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