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): April 15,
2021
AINOS, 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
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 2.01
Completion of Acquisition or Disposition of
Assets.
Reference is made to that certain Securities
Purchase Agreement, dated as of December 24, 2020 (the
“Agreement”), by and among Ainos, Inc.,
f/k/a
Amarillo Biosciences, Inc., a Texas
corporation (the “Company”), 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.
The
Board of Directors of the Company approved the Agreement and the
transactions contemplated by the Agreement (the
“Transactions”) unanimously on December 18, 2020 and
recommended the shareholders of the Company to approve such
corporate action items including (1) approving the Agreement and
Transactions including the issuance of the Shares (as defined
below) to the Purchaser; (2) adopting an amended Restated
Certificate of Formation, a copy of which was attached to the
definitive information statement filed with the Securities and
Exchange Commission (the “SEC”) on March 19, 2021 (the
“Information Statement”) as Appendix B (the
“Amended Restated Certificate”), to, among other
matters, (i) increase the authorized number of common stock of the
Company from 100,000,000 shares to 300,000,000 shares and (ii)
change the Company’s name to “Ainos, Inc.”; and
(3) electing seven directors designated by the Purchaser under the
Agreement (collectively, the “Corporate Action Items”).
A majority of the shareholders who held approximately 71.02% of the
voting power of the Company as of the record date approved the
Corporate Action Items. The Company completed mailing the
Information Statements to all its shareholders as of the record
date on March 26, 2021.
Pursuant
to the terms and conditions set forth in the Agreement, on April
15, 2021, the Company acquired those 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 per share 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. In connection with the closing (“Closing”)
of the Transactions, the Purchaser executed and delivered the
Patent Assignment to the Company.
Immediately
after the Closing and the issuance of the Shares, the Shares owned
by the Purchaser represented approximately 70.39% of the issued and
outstanding shares of common stock of the Company.
The
descriptions of the Agreement and the Transactions contained in
this Item 2.01 are summaries and are subject to and qualified in
their entirety by reference to the Agreement, which was filed as
Exhibit 2.1 to the Current Report on Form 8-K filed by the Company
with the SEC on December 30, 2020, and is incorporated by reference
herein.
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 issued
pursuant to the Agreement are not 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 3.03
Material Modification to Rights of Security Holders.
Following
the Closing, on April 15, 2021, the Company filed the Amended
Restated Certificate with the Secretary of State of Texas. The
material terms of the Amended Restated Certificate and the general
effect upon the rights of holders of the Company’s capital
stock are described in the sections of the Information Statement
entitled “The Certificate Amendment” beginning on page
14 and 28 of the Information Statement, which information is
incorporated herein by reference. A copy of the Amended Restated
Certificate is filed as Exhibit 3.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item
5.01
Changes in Control of Registrant.
The
information provided in Item 2.01 of this Current Report on Form
8-K is incorporated by reference into this Item 5.01.
At
the Closing, as a result of the issuance of the Shares to Purchaser
and the consummation of the other Transactions, a change in control
of the Company occurred.
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
information provided in Item 2.01 of this Current Report on Form
8-K is incorporated by reference into this Item 5.02.
Information
with respect to the Company’s directors immediately after the
Closing, including biographical information regarding these
individuals, is set forth in the Information Statement in the
section entitled “Election of Purchaser Designated
Directors” beginning on page 16 of 28 of the Information
Statement, which information is incorporated herein by
reference.
In
connection with the Closing, each of the Company’s directors
prior to the Closing resigned from their respective position as a
director of the Company, in each case effective as of April 15,
2021.
In
connection with the consummation of the Transactions, Mr.
Chun-Hsien Tsai was appointed to serve as the Company’s
Chairman of Board, President, Chief Executive Officer and Chief
Financial Officer and Mr. Chia –His Chen was appointed to
serve as the Company’s Chief Operating Officer effective as
of April 15, 2021.
In
connection with the Closing, Dr. Stephen T. Chen, the
Company’s Chairman of Board, President, Chief Executive
Officer and Chief Financial Officer prior to the Closing and Mr.
Bernard Cohen, the Company’s Vice President prior to the
Closing, resigned from their respective positions as executive
officers of the Company, in each case effective as of April 15,
2021. In connection with the termination of Mr. Cohen’s
employment agreement with the Company effective as of April 5,
2021, Mr. Cohen entered into an amendment effective April 15, 2021
to his Settlement Agreement and Mutual General Release dated
December 24, 2020, which amendment provided that the employee shall
release all claims against the Company arising from his prior
employment with the Company. The Company also expects to enter into
an amendment to Dr. Chen’s Settlement Agreement and Mutual
General Release dated December 24, 2020 providing that Dr. Chen
shall release all claims against the Company arising from his prior
employment with the Company.
Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The
information set forth in Item 3.03 of this Current Report on Form
8-K is incorporated herein by reference.
Item 7.01
Regulation FD
Disclosure
On April 21, 2021, the Company issued a press
release relating to the consummation of the
Transactions and its name change to “Ainos,
Inc.” 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
(incorporated by reference to Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed with the SEC on December 30,
2020).
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Restated
Certificate of Formation.
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Patent
Assignment, dated April 15, 2021, by Ainos, Inc.
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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 a
supplemental copy any omitted schedule to the SEC upon
request.
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:
April 21, 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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AMARILLO BIOSCIENCES, INC.
RESTATED CERTIFICATE OF FORMATION
ARTICLE I
AMARILLO
BIOSCIENCES, INC. (the “Corporation”), pursuant to the
provisions of the Texas Business Organizations Code (the
“Code”), hereby adopts a Restated Certificate of
Formation which accurately states the text of the Certificate of
Formation and all amendments thereto that are in effect to date and
as further amended by such Restated Certificate of Formation as
hereinafter set forth and which contains no other change in any
provision thereof except for information permitted to be omitted by
the Code. This document becomes effective when filed by the
Secretary of State. The Corporation is a Texas for-profit
corporation formed June 26, 1984, file number
71028800.
ARTICLE II
This
Restated Certificate of Formation amends the Certificate of
Formation of the Corporation as follows:
Article
One is amended to change the name of the Corporation from AMARILLO
BIOSCIENCES, INC. to AINOS, INC.
Article
Three is amended to (a) to change reference of the Texas Business
Corporate Act to the Texas Business Organizations Code under
Article Three, Subsection (1), and to delete Subsections (2)
through and including (6).
Article
Four is amended to grant the Corporation authority to issue Three
Hundred Million (300,000,000) shares of common stock, one-cent
($0.01) par value.
Article
Six is amended to be deleted in its entirety.
Article
Seven is amended to delete the Corporation’s registered
office at 4134 Business Park Drive, Amarillo, Texas 79110 and
delete Bernard Cohen as registered agent and to substitute
therefor, 1999 Bryan Street, #900, Dallas, Texas 75201 as the
registered office of the Corporation and CT Corporation System as
the registered agent.
Article
Eight is amended to show only the names and addresses of the
current Board of Directors of the Corporation.
ARTICLE III
The
amendments made by this Restated Certificate of Formation have been
effected in conformity with the provisions of the Code and such
Restated Certificate of Formation and the amendments made by
thereto were duly adopted by the shareholders of the Corporation on
the 25th
day of January, 2021.
ARTICLE IV
The
number of shares of the Corporation outstanding at the time of such
adoption was 42,066,172 and the number entitled to vote thereon was
42,066,172. The number of shares voted for such amendments as
29,877,183 and the number of shares voted against such amendments
was zero (0).
ARTICLE V
The
amendments effect no change in the amount of stated capital of the
Corporation.
ARTICLE VI
The
Certificate of Formation and all amendments and supplements thereto
are hereby superseded by the following Restated Certificate of
Formation which accurately copies the entire text thereof and as
amended as above set forth:
ARTICLE ONE
The
name of the Corporation is AINOS, INC.
ARTICLE TWO
The
period of duration of the Corporation is perpetual.
ARTICLE THREE
The
purpose or purposes for which the Corporation is organized are to
transact all lawful business of every kind and character for which
a corporation may be incorporated under the Texas Business
Organizations Code.
ARTICLE FOUR
The
Corporation shall have authority to issue Three Hundred Million
(300,000,000) shares of common stock, one-cent ($0.01) par
value.
No
holder of shares of any class of the Corporation shall have the
preemptive right to subscribe for or acquire additional shares of
the Corporation of the same or any other class, whether such shares
shall be hereby or hereafter authorized; and no holder of shares of
any class of the Corporation shall have any right to acquire any
shares which may be held in the Treasury of the Corporation. All
such additional or Treasury shares may be sold for such
consideration, at such time, and to such person or persons as the
Board of Directors may from time to time determine.
The
Corporation may purchase, directly or indirectly, its own shares to
the extent of the aggregate of unrestricted capital surplus
available therefore and unrestricted reduction surplus available
therefore.
The
right to cumulate votes in the election of directors is expressly
prohibited.
ARTICLE FIVE
The
Corporation shall have the authority to issue Ten Million
(10,000,000) shares of preferred stock, one-cent ($0.01) par value.
The Board of Directors of the Corporation shall have authority to
establish series of the unissued preferred stock of the Corporation
by affixing and determining the designations, preferences,
limitations, and relative rights, including voting rights, of the
shares of any series so established to the same extent that such
designations, preferences, limitations and relative rights could be
stated if fully set forth in this Restated Certificate of
Formation.
ARTICLE SIX
Deleted.
ARTICLE SEVEN
The
address of the Corporation’s registered office is 1999 Bryan
Street, #900, Dallas, Texas 75201 and the name of its registered
agent is CT Corporation System.
ARTICLE EIGHT
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CHUN-HSIEN
TSAI
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Ainos,
Inc.P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay
Road
Grand
Cayman, KY1-1205
Cayman
Islands
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TING-CHUAN
LEE
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Ainos,
Inc.P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay
Road
Grand
Cayman, KY1-1205
Cayman
Islands
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The
names and addresses of the Directors of the Corporation
are:
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CHUNG-YI
TSAI
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Ainos,
Inc.P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay
Road
Grand
Cayman, KY1-1205
Cayman
Islands
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CHUNG-JUNG
TSAI
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Ainos,
Inc.P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay
Road
Grand
Cayman, KY1-1205
Cayman
Islands
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HSIU-CHEN
CHIU
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Ainos,
Inc.P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay
Road
Grand
Cayman, KY1-1205
Cayman
Islands
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YAO-CHUNG
CHIANG
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Ainos,
Inc.P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay
Road
Grand
Cayman, KY1-1205
Cayman
Islands
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WEN-HAN
CHANG
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Ainos,
Inc.P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay
Road
Grand
Cayman, KY1-1205
Cayman
Islands
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ARTICLE NINE
With
respect to a matter for which the affirmative vote of the holders
of a specified portion of the shares entitled to vote is required
by the Texas Business Organizations Code (the “Code”),
the affirmative vote of the holders of fifty-one percent (51%) of
the shares entitled to vote on that matter is required for
shareholder action on that matter. With respect to a matter for
which the affirmative vote of the holders of a specified portion of
the shares of a class or series is required by the Code, the
affirmative vote of the holders of fifty-one percent (51%) of the
shares of that class or series is required for action of the
holders of that class or series on that matter.
ARTICLE TEN
Except
as otherwise provided by the Code, the shareholders of the
Corporation are authorized to take any action required or
authorized to be taken under the Code or the governing documents of
this Corporation at an annual or special meeting of the
shareholders of the Corporation, without holding a meeting,
providing notice, or taking a vote if shareholders of the
Corporation having at least the minimum number of votes that would
be necessary to take the action that is the subject of the consent
at a meeting, in which each owner or member entitled to vote on the
action is present and votes, sign consent or consents stating the
action taken.
Execution
The
undersigned affirms that the person designated as registered agent
in the Restated Certificate of Formation has consented to the
appointment. The undersigned signs this document subject to the
penalties imposed by law for the submission of a materially false
or fraudulent instrument and certifies under penalty of perjury
that the undersigned is authorized under the provisions of law
governing the entity to execute the filing instrument.
Date: April 15,
2021
AMARILLO BIOSCIENCES, INC.
/s/ John Junyong
Lee
John
Junyong Lee
Secretary
Patent Assignment
This
Patent Assignment (this “Patent
Assignment”) is made and effective as of April 15,
2021 (the “Effective Date”) by Ainos,
Inc., a Cayman Islands corporation having a principal place of
business at 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road,
Grand Cayman, KY1-1205 Cayman Islands (“Assignor”).
Capitalized terms used and not otherwise defined herein that are
defined in the Purchase Agreement (as defined below) shall have the
meanings given to such terms in the Purchase
Agreement.
RECITALS
WHEREAS, Assignor is the sole owner of
all rights, title and interest in and to the patents, patent
applications, and patent license agreement set forth in
Schedule A attached
hereto (collectively, the “Patent
Assets”);
WHEREAS, Assignor and Amarillo
Biosciences, Inc., a Texas corporation having a principal place of
business at 4134 Business Park Drive, Amarillo, Texas 79110
(“Assignee”), have entered
into that certain Securities Purchase Agreement, dated as of
December 24, 2020, by and among Assignee, Assignor, and each of the
Major Shareholders named therein (the “Securities Purchase
Agreement”); and
WHEREAS, it is a condition to closing
the transactions contemplated by the Securities Purchase Agreement
that Assignor execute and deliver this Patent Assignment to
Assignee in connection with the sale, transfer and conveyance by
Assignor to Assignee of Assignor’s right, title and interest
to the Patent Assets pursuant to Sections 2.1(d) and 2.2(b)(iii)
the Securities Purchase Agreement.
NOW, THEREFORE, IN CONSIDERATION of the
good and valuable consideration that Assignor receives under the
Securities Purchase Agreement, the receipt and sufficiency of which
consideration Assignor hereby acknowledges:
1. Assignor hereby
sells, assigns, transfers and conveys to Assignee, the entire
worldwide right, title and interest of Assignor (a) in, to and
under the Patent Assets (including without limitation, rights to
damages and payments for past, present and future infringements or
misappropriations), and all continuations, divisionals,
substitutions, reexaminations, post- opposition foreign counterpart
patents and applications, reissues and extensions thereof, if any,
existing on the Effective Date; and (b) in, to and under all rights
to apply in any or all countries of the world for patents,
certificates of inventions or other governmental grants on the
Patent Assets, including the right to apply for patents pursuant to
the International Convention for the Protection of Industrial
Property or pursuant to any other convention, treaty, agreement or
understanding.
2. Assignor hereby
authorizes and requests the applicable governmental agencies, whose
duty it is to issue patents and applications as aforesaid, to
record Assignee as the owner of the Patent Assets, to the same
extent as held by Assignor, and to issue all Letters Patent for
such Patent Assets in the name of Assignee, as assignee of the
entire right, title and interest in, to and under the Patent
Assets.
3. Assignor hereby
covenants and agrees to cooperate as commercially reasonable (and
at Assignee’s expense) with Assignee to enable Assignee to
exercise all the right, title and interest conveyed herein. Such
cooperation by Assignor shall include executing any petitions,
oaths, specifications, declarations or other papers, and any other
assistance reasonably necessary for perfecting in Assignee the
right, title and interest herein conveyed.
4. Assignor hereby
covenants and agrees that if Assignor after the Effective Date
receives any business revenues in connection with the Patent
Assets, Assignor will promptly so advise Assignee, will segregate
and hold such business revenues in trust for the benefit of
Assignee and will promptly deliver such funds to an account or
accounts designated by Assignee.
5. Assignor hereby
represents and warrants that Assignor has not entered and will not
enter into any assignment, contract or understanding that would
result in the assignment of less than the entire right, title and
interest to the Patent Assets assigned hereby.
6. The terms and
covenants of this Patent Assignment shall inure to the benefit of
Assignee, its successors, assigns and other legal representatives,
and shall be binding upon Assignor, its successors, assigns, and
legal representatives.
7. This Patent
Assignment shall be governed by the internal law of Taiwan, R.O.C.,
without regard to conflict of law principles that would result in
the application of any law other than the law of Taiwan,
R.O.C.
[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK] [SIGNATURE PAGE
FOLLOWS]
IN WITNESS WHEREOF, Assignor has caused
this Patent Assignment to be executed on its behalf by its duly
authorized officer as of the Effective Date.
ASSIGNOR: AINOS,
INC.
By: /s/ Tsai Chun
Hsien
Name:
Tsai Chun Hsien
Title:
President and Chief Executive Officer
SCHEDULE
A
PATENT ASSETS
Owned Patents
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A GAS
SENSOR AND MANUFACTURE METHOD THEREOF
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Taiwan
Patent No.: I565944
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MEDICAL
VENTILATOR CAPABLE OF ANALYZING INFECTION AND BACTERIA OF PNEUMONIA
VIA GAS IDENTIFICATION
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Taiwan
Patent No.: I565945
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GAS
DETECTOR
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Taiwan
Patent No.: D183554
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Licensed Patents
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MEDICAL
VENTILATOR CAPABLE OF ANALYZING INFECTION AND BACTERIA OF PNEUMONIA
VIA GAS IDENTIFICATION
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Japan
Patent No.: JP 6392811 B2
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GAS
DETECTOR
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China
Patent No.: CN 304042244 S
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Amarillo Biosciences, Inc. Announced Closing under Securities
Purchase Agreement with Majority Investor and Name Change to
“Ainos, Inc.”
Amarillo,
TX, April 21, 2021 – Ainos, Inc., f/k/a Amarillo Biosciences, Inc.
(“we” or the “Company”), (OTCBB: AMAR), a
company engaged in the discovery and development of pharmaceutical
and biotech products, announced today that it has consummated the
transaction pursuant to that certain Securities Purchase Agreement
(“Agreement”) dated December 24, 2020 with a strategic
investor, Ainos, Inc., a Cayman Islands corporation (the
“Investor” or “Ainos KY”) focused on
advanced technology diagnostic medical devices and artificial
intelligence consumer healthcare solutions. Ainos KY develops and
manufactures point-of-care testing (“POCT”) 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. Ainos POCT delivers test
results rapidly utilizing biosensors and artificial intelligence
algorithms for volatile organic compound (VOC)
analysis.
Pursuant
to the Agreement, the Company issued 100,000,000 shares of common
stock at $0.20 per share to the Investor in exchange for certain
patent assignments, increased its
authorized common stock to 300,000,000 shares, and changed the
Company’s name to “Ainos, Inc.” The
Company’s prior directors resigned and seven (7) new
directors were elected by our shareholders. In connection with
the consummation of the transaction, Mr. Chun-Hsien Tsai was
appointed to serve as the Company’s Chairman of Board,
President, Chief Executive Officer and Chief Financial Officer and
Mr. Chia-Hsi
Chen was
appointed to serve as the Company’s Chief Operating Officer
both effective as of April 15, 2021.
Immediately after the consummation of the transaction including the
issuance of the shares to the Investor, the Investor owned
approximately 70.39% of the issued and outstanding shares of common
stock of the Company.
“We
believe this transaction will help the Company to spearhead
innovation in medical diagnostics and accelerate the
Company’s path to product commercialization. I am grateful to
the former Board members including Yasushi Chikagami, Daniel
Fisher, Nicholas Moren, Beatrice Liu and Bernard Cohen, former Vice
President, for their service and dedication to the Company,”
said Stephen T. Chen, former Chairman & CEO of the
Company.
Commenting
on the transaction, Mr. Chun Hsien Tsai, who now serves as
Chairman
of Board, President, Chief Executive Officer and Chief Financial
Officer of the Company, said: “This transaction is an
important first and exciting step in further developing the
Company’s patent assets for diagnostics and testing for
persistent human diseases.”
About the Investor, Ainos, Inc., a Cayman Island
corporation
Ainos,
Inc. is a Cayman Islands registered company with offices in Taiwan.
The company is a subsidiary of Taiwan Carbon Nano Technology
Corporation (TCNT) Group, a pioneer in the advanced material
industry, specializing in carbon nanotube and graphene. Ainos KY
develops and manufactures biosensors and diagnostic point-of-care
testing (POCT) rapid test kits that include diagnostics for
COVID-19 (SARS CoV2 Antigen Rapid Test), pneumonia, vaginal
infection and helicobacter pylori (H. pylori) bacterial infection.
Ainos POCT delivers test results rapidly. Powered by a
market-leading volatile organic compound (VOC) AI algorithm and
biosensors manufactured with advanced semiconductor technology,
testing with Ainos POCT only requires volatile organic compounds
from sources including breath. Ainos POCT offers companion mobile
apps, creating new opportunities for telehealth community. The
company is also engaged in the integration of existing
semiconductor technology and carbon diagnostic technology to
establish standardized AI related sensor components—which can
be deployed in the fields of biomedicine, IOT (Internet of Things)
and Big Data. Ainos KY owns nearly 30 technical inventions
patent(s) with various applications in consumer healthcare and
medical device products.
About the Company, Ainos, Inc., a Texas Corporation (f/k/a Amarillo
Biosciences, 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. Following the closing of acquisition of certain
patent assets from Ainos, Inc. is a Cayman Islands registered
company, the Company will focus on 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 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 limited cash and history of losses; the
Company’s ability to achieve profitability; heated
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
instrumentalities 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:
Company
AINOS,
INC. (f/k/a Amarillo Biosciences, Inc.)
Lawrence
Lin
(806)
376-1741
llin@amarbio.com
Press
Release: Amarillo Biosciences, Inc. Closes its Securities Purchase
Agreement with Ainos, Inc. – APRIL 21 2021
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