Ainos, Inc 8-K, filed May 25, 2021
Ainos, Inc. (AIMD)
8-K
2021-05-25
For: 2021-05-19
View Original
Added on
April 12, 2026
About this 8-K
Ainos, Inc filed this 8-K on May 25, 2021, reporting on events of May 19, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
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AINOS, INC
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(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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8880 Rio San Diego Drive, Ste. 800, San Diego, CA
92108
(858) 869-2986
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(Address and telephone number, including area code, of registrant's
principal executive offices)
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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.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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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Ainos, Inc.
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Date:
May 25, 2021
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By:
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/s/
Chun-Hsien Tsai
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Name:
Chun-Hsien Tsai
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Title:
Chief Executive Officer and Chief Financial Officer
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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
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
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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
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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.
[Remainder
of page intentionally left blank]
Ainos, Inc. - Donohoe Advisory Engagement
May 19,
2021
Page
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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_____
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