8-K
Ainos, Inc. (AIMD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2021
| AINOS, INC | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Texas | 0-20791 | 75-1974352 |
| --- | --- | --- |
| (State or other Jurisdiction<br><br><br>of Incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) |
| 8880 Rio San Diego Drive, Ste. 800, San Diego, CA<br>92108<br><br><br>(858) 869-2986 | ||
| --- | ||
| (Address and telephone number, including area code, of registrant's<br>principal executive offices) |
AMARILLO BIOSCIENCES, INC.
(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 May 19, 2021, the Company retained Donohoe Advisory Associates LLC (“Donohoe”) to assist the Company in evaluating listing requirements of national securities exchanges in the U.S. (“Donohoe Agreement”). Pursuant to the Donohoe Agreement, the Company paid a $15,000 retainer fee, agreed to a success fee of $7,500 in cash or the Company’s common stock, and a $550.00 hourly consulting fee for services rendered by Donohoe. A copy of the Donohoe Agreement is filed hereto as Exhibit 10.1.
Item 7.01
Regulation FD Disclosure
On May 24, 2021, the Company issued a press release relating to the Financial Industry Regulatory Authority, Inc.'s (“FINRA”) approval of the Company’s new trading symbol and name change and its retention of Donohoe Advisory Associates LLC. 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 8.01 Other Events.
Effective May 24, 2021, FINRA approved the Company’s name change to “Ainos, Inc.” and approved “AIMD” as the Company's new ticker symbol. The Company's common stock will trade under the symbol "AIMD” and the new CUSIP number identifying the Company's common stock is 00902F105.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Donohoe Agreement dated as of May 19, 2021. |
| 99.1 | Press Release. |
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:<br>May 25, 2021 | By: | /s/<br>Chun-Hsien Tsai |
| Name:<br>Chun-Hsien Tsai | ||
| Title:<br>Chief Executive Officer and Chief Financial Officer |
amar_ex101
Donohoe Advisory Associates LLC
Consulting and Advisory Services
Exhibit 10.1
9901 Belward Campus Drive, Suite 175 (240) 403-4180 Office
Rockville, MD 20850 www.donohoeadvisory.com
Sent via Electronic Mail (ldiamond@mitescoinc.com)
May 19, 2021
Mr. Chun-Hsien Tsai
Chairman and Chief Executive Officer
Ainos, Inc. (f/k/a Amarillo Biosciences, Inc.
8880 Rio San Diego Drive, Suite 800
San Diego, CA 92108
Re:
Exchange Listing Engagement
Dear Mr. Chun-Hsien:
The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of Donohoe Advisory Associates LLC (“Donohoe”) to provide assistance and advice (the “Services”) to Ainos, Inc. (the “Company”) in support of the Company’s efforts to obtain a listing on a national securities exchange (“Exchange”). This letter will constitute the entire Agreement and sets forth the scope, timing, retainer, and fee arrangements for the Services.
Scope and Timing of Services
The objective of the engagement is to have Donohoe assist the Company in connection with its efforts to obtain a listing on an Exchange. In connection with seeking such listing, Donohoe will advise the Company regarding the applicable Exchange listing rules, assist the Company in its interactions with the Exchanges upon which the Company seeks to list, and otherwise prepare and submit a listing application and related supporting materials to the Exchange(s). Donohoe will also serve as the primary point of contact with the Exchange staff.
Retainer, Fees and Billing
Upon execution of this Agreement, the Company shall pay to Donohoe a retainer fee of $15,000 (the “Retainer Fee”).1 The Retainer Fee will be applied to the Company’s monthly invoices until such time as the Retainer Fee is exhausted or the engagement under this Agreement ends. If the Retainer Fee is exhausted prior to the conclusion of the engagement under this Agreement, the parties shall mutually determine what, if any, additional retainer fee
1 Please make payment by wire to:
Wells Fargo Bank, N.A.
Routing/ABA: 121000248
Acct: 2000043307470
SWIFT Code: WFBIUS6S
CHIPS Participant: ABA 0407
Ainos, Inc. - Donohoe Advisory Engagement
May 19, 2021
Page 2 of 4
is required. Conversely, if upon conclusion of the engagement any portion of the Retainer Fee remains, such remaining portion will be refunded to the Company by Donohoe.
If the Company is successful in listing on an Exchange, the Company will be obligated to pay a “success fee” to Donohoe of either $7,500 or that number of registered common shares equivalent to $7,500 divided by the closing price of the Company’s common stock on the last day of trading on the OTC market. The form of the success fee will be determined by the Company.
The billing rate for the Services provided by Donohoe and its principals will be $550.00 per hour. Donohoe will invoice bills and workflow to the Company on a monthly basis for each month during which Donohoe has provided the Services. Invoices are due upon receipt.
The Company may also be billed for reasonable out-of-pocket expenses such as travel, meals and accommodations incurred by Donohoe in carrying out the Services, although the Company will not be billed for telephone, postage or other incidentals in the provision of the Services by Donohoe. Upon request, reasonable documentation of expenses incurred by Donohoe will be provided. Payment for expenses may be deferred to the extent the Company disputes any part of an invoice. In any event, the parties shall seek to resolve such dispute promptly and in good faith.
In addition, in the event Donohoe or any of its employees or agents is asked or authorized by the Company or is required by government regulation, subpoena, or other legal process to produce documents or serve as a witness with respect to activities or knowledge related to this engagement, the Company will reimburse Donohoe for expenses and professional time at the rate of $550.00 per hour. Further, the Company will reimburse Donohoe for reasonable fees and expenses incurred in the retention of separate legal counsel in responding to such requests.
Confidentiality
Donohoe agrees that in connection with the Services to be provided it will have access to certain Confidential Information (as defined herein). As a result, Donohoe agrees to hold such Confidential Information in the strictest confidence and shall not disclose such Confidential Information without the prior consent of the Company.
For the purposes of this Agreement, Confidential Information shall be defined as information and other materials, regardless of the form of communication, that contain or otherwise reflect information concerning the Company that Donohoe may be provided in the course of providing the Services. Information shall not be deemed confidential if (i) it is in the public domain prior to the disclosure under this Agreement, (ii) it was previously known to Donohoe or independently received by Donohoe from a third party not under a similar obligation of confidentiality or nondisclosure, or (iii) it was developed independently by Donohoe and not considered to be Confidential Information.
Ainos, Inc. - Donohoe Advisory Engagement
May 19, 2021
Page 3 of 4
Termination
This Agreement can be terminated, with or without cause, by either party upon ten days’ written notice to the other party. Upon receipt of a notice for termination, Donohoe will immediately cease providing Services unless such further services are agreed to in advance by the Company. Notwithstanding any such termination, Donohoe will continue, post-termination, to honor its obligations with respect to the confidentiality and non-disclosure of information obtained during the course of this engagement.
Other Matters
Donohoe will not be providing legal advice to the Company or its management in connection with this engagement, by signing below, the Company acknowledges that it has access to separate legal counsel.
In no event, regardless of the legal theory advanced, shall Donohoe be liable other than for its gross negligence or willful misconduct, and any such liability shall be limited to the amount actually paid to Donohoe under this Agreement. Under no circumstances shall Donohoe be liable for consequential, incidental, indirect, punitive, or special damages (including loss of profits, data, business or goodwill), regardless of the legal theory advanced or of any notice given as to the likelihood of such damages. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or part, the remaining portions of this Agreement shall remain in effect.
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Ainos, Inc. - Donohoe Advisory Engagement
May 19, 2021
Page 4 of 4
If these arrangements are acceptable, please indicate by signing a copy of this agreement and returning it to the above address.
Sincerely,
/s/ David A. Donohoe
David A. Donohoe, Jr.
President
Donohoe Advisory Associates LLC
Date: 05.19.2021
Accepted By: _/s/ Chun-Hsien Tsai _____
Print Name/Title: Chief Executive Officer and Chief Financial Officer
On behalf of: Ainos, Inc.
Date: _05-19-2021_____
amar_ex991
Exhibit 99.1
Ainos Announces FINRA Approval of Name Change and Ticker Symbol Change to “AIMD”, Engages Firm to Explore Listing Requirements of National Securities Exchanges
San Diego, CA, May 24, 2021 – Ainos, Inc., f/k/a Amarillo Biosciences, Inc. (“we”, “our”, or the “Company”), (OTCPK: AIMD), is pleased to announce that the Financial Industry Regulatory Authority, Inc. (“FINRA”) approved the Company’s name change to “Ainos, Inc.” and “AIMD” as its new ticker symbol.
Effective today, the Company's common stock will trade under the symbol "AIMD” and the new CUSIP number identifying our common stock is 00902F105. These changes follow the Company’s announcement in April 21, 2021 of the successful completion of a securities purchase transaction with Ainos, Inc., a Cayman Islands corporation (the “Investor” or “Ainos KY”).
The Company has also signed a consulting agreement with Donohoe Advisory Associates LLC to assist the Company in evaluating listing requirements of National Securities Exchanges in the U.S.
About Ainos, Inc.
Ainos, Inc., a Texas corporation (f/k/a Amarillo Biosciences, Inc.) is a diversified healthcare company engaged in the discovery and development of pharmaceutical and biotech products. Our goal is to introduce novel products that actively stimulate and rejuvenate the human body to combat disease and enhance the ability to heal. The Company is currently focusing on point-of-care testing rapid test kit products that include diagnostics for COVID-19 (SARS CoV2 Antigen Rapid Test), pneumonia, vaginitis and helicobacter pylori (H. pylori) bacterial infection. The Company currently has offices in the United States and Taiwan.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains “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: the Company’s ability to meet listing requirements of National Securities Exchanges; the Company’s limited cash and history of losses; the Company’s ability to achieve profitability; intense competition and rapidly advancing technology in the Company’s industry that may outpace its technology; customer demand for the products and services the Company develops; the impact of competitive or alternative products, technologies and pricing; the Company’s ability to manufacture any products it develops; the Company’s ability to license and commercialize its patent assets; 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; the Company’s ability to obtain adequate financing in the future; the impact of promulgation and implementation of regulations by the U.S. Food and Drug Administration (“FDA”) and by foreign governmental authorities with functions similar to those of the FDA on the Company’s operations and technology; lawsuits and other claims by third parties or investigations by various regulatory agencies governing the Company’s operations; the Company’s ability to secure regulatory approvals for its products; and our success in managing the risks involved in the foregoing items.
Any forward-looking statement made by us in this press release 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. 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.
Contact:
AINOS, INC. (f/k/a Amarillo Biosciences, Inc.)
Lawrence Lin
Tel: (806) 376-1741
Email: lawrence@ainos.com