Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
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Ainos, Inc.
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(Name of
Issuer)
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Common Stock, $0.01 par
value
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(Title of Class of Securities)
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00902F 105
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(CUSIP
Number)
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Chun-Hsien
Tsai
Chief
Executive Officer
Ainos,
Inc.
14F.,
No. 61, Sec. 4, New Taipei Boulevard, Xinzhuang
District
New
Taipei City 242, Taiwan F5
886-37-581999
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(Name, address and telephone number of
person
authorized to receive notices and
communications)
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December 6, 2021
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(Date of event which requires filing of this
statement)
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If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box. ☐
*The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 00902F
105
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SCHEDULE
13D
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Page 2 of 7
Pages
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1
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NAME OF REPORTING
PERSONS
Ainos, Inc
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
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3
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SEC USE
ONLY
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4
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SOURCE OF
FUNDS
OO
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Cayman Islands
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NUMBER
OF
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7
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SOLE VOTING
POWER
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93,715,000
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SHARES
BENEFICIALLY
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8
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SHARED VOTING
POWER
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0
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OWNED
BY
EACH
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9
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SOLE DISPOSITIVE
POWER
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93,715,000
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REPORTING
PERSON
WITH
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10
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SHARED DISPOSITIVE
POWER
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0
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,715,000
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
65.79%
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14
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TYPE OF REPORTING
PERSON
CO
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The percentage ownership is based
upon 142,442,215 shares of common stock issued and outstanding as
of December 6, 2021, as certified by the Issuer to the Reporting
Person on December 9, 2021.
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CUSIP No. 00902F
105
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SCHEDULE
13D
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Page 3 of 7
Pages
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Item 1. Security and Issuer
This
statement relates to the shares of common stock (“Common
Stock”) of Ainos, Inc., a Texas corporation (the
“Issuer”), the principal executive offices of which are
located at 8880 Rio San Diego Drive, Suite 800, San Diego, CA
92108.
Item 2. Identity and Background
(a-b)
This statement is filed by Ainos, Inc., a Cayman Islands
corporation (“Ainos KY” or the “Reporting
Person”). The principal business address of Ainos KY is 14F.,
No. 61, Sec. 4, New Taipei Boulevard, Xinzhuang District, New
Taipei City 242, Taiwan F5.
(c) The principal
business of Ainos KY is developing an
d manufacturing biosensors and
diagnostic point-of-care testing rapid test kits that include
diagnostics for COVID-19 (SARS CoV2 Antigen Rapid Test), pneumonia,
vaginal infection, and helicobacter pylori (H. pylori) bacterial
infection.
(d) During the last
five years, neither the Reporting Person nor, to the best of its
knowledge, any of the entities or individuals named in Schedule A, has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last
five years, neither the Reporting Person nor, to the best of its
knowledge, any of the entities or individuals named in Schedule A, has been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) The name,
citizenship, present principal occupation or employment and
business address of each director and executive officer of Ainos KY
are set forth in Schedule
A attached hereto (such persons included in Schedule A are
referred to herein as the “Additional
Persons”).
Item 3. Source and Amount of Funds or Other
Consideration
Reference is made
to the Stock Purchase Agreements, dated as of December 1, 2021 (the
“Agreements”), by and among Ainos KY and those certain
twelve individual investors and one company identified in the
following Table 1
(the “Table 1 Investors”). Under the Agreements, Ainos
KY sold 6,285,000 shares of the Issuer’s Common Stock (the
“Shares”) for an aggregate purchase price of
$3,965,000.
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CUSIP No. 00902F
105
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SCHEDULE
13D
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Page 4 of 7
Pages
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Ainos
KY filed a Form 4 with the Securities and Exchange Commission
(“SEC”) on December 9, 2021 reporting its sale of
6,285,000 Shares to the Table 1 Investors. Mr. Wen-Han Chang, a
director of the Issuer, filed a Form 4 with the SEC on December 9,
2021 relating to the acquisition of 4,000,000 Shares by his spouse,
Chien-Hsuan Huang. Additionally, Mr. Yao-Chung Chiang, a director
of the Issuer, filed a Form 4 with the SEC on December 9, 2021
relating to the acquisition of 150,000 Shares by his spouse,
Hsiu-Hui Chiang Tsai.
The
offer and sale of the Shares pursuant to the Agreements were made
in reliance on and pursuant to Regulation S under the Securities
Act of 1933, as amended.
Items 4. Purpose of Transaction
The
information set forth in Item 3 of this Schedule 13D is hereby
incorporated by reference into this Item 4, as
applicable.
The
disposition of the Shares by Ainos KY was done in the normal course
of business to raise working capital for Ainos KY’s principal
business.
Except
as disclosed herein, the Reporting Person has no plans which relate
to or would result in an event described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D. However, the Reporting
Person may, from time to time, engage in discussions, whether
initiated by the Reporting Person or another party, concerning
proposals for transactions or other arrangements that may relate to
or, if consummated, result in an event described in Item 4 of
Schedule 13D. The Reporting Person may review and evaluate its
investment in the Issuer at any time, whether in light of the
discussions described in the immediately preceding sentence or
otherwise, which may give rise to plans or proposals that, if
consummated, would result in one or more of the events described in
Item 4 of Schedule 13D. Any such discussion or actions may consider
various factors, including, without limitation, the Issuer’s
business prospects and other developments concerning the Issuer,
alternative investment opportunities, general economic conditions,
financial and stock market conditions and any other facts and
circumstances that may become known to the Reporting Person
regarding or related to the matters described in this Schedule
13D.
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CUSIP No. 00902F
105
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SCHEDULE
13D
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Page 5 of 7
Pages
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Item 5. Interest in Securities of the Issuer.
(a) The
aggregate number and percentage of shares of the Issuer’s
Common Stock to which this Schedule 13D relates is 93,715,000,
constituting 65.79% of the Issuer’s outstanding Common Stock
as of December 6, 2021.
(b) The
Reporting Person holds sole power to vote and dispose of the shares
of the Issuer’s Common Stock.
(c) On
November 18, 2021, the Reporting Person entered into an Asset
Purchase Agreement (the “APA”) with the Issuer.
Pursuant to the APA, the Issuer will acquire certain intellectual
property assets and manufacturing, testing, and office equipment
for a total purchase price of Twenty-six Million Dollars
($26,000,000 U.S.D.) (the “Purchase Price”
). Of the
total Purchase Price, the Parties agreed to allocating Twenty-four
Million Eight Hundred Eighty-six Thousand and Twenty-three Dollars
($24,886,023 U.S.D.) toward acquisition of the intellectual
property assets and One Million One Hundred Thirteen Thousand and
Nine Hundred Seventy-seven Dollars ($1,113,977 U.S.D.) toward the
purchase of the equipment. The Purchase Price will be paid at
closing by the Issuer issuing a Convertible Note (the
“Convertible Note”) in favor of the Reporting Person.
The terms and conditions of the Convertible Note will be determined
by the Parties prior to Closing.
Other
than the transactions described herein there have been no other
transactions concerning the Common Stock of the Issuer effected
during the past sixty (60) days.
(d) No
other person is known to the Reporting Person to have the right to
receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The
information set forth in Item 4 of this Schedule 13D is hereby
incorporated by reference into this Item 6, as
applicable.
Other
than the foregoing agreements and arrangements, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among Ainos KY or the Additional Persons and any other
person with respect to any securities of the Issuer, including, but
not limited to transfer or voting of any of the securities,
finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None.
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CUSIP No. 00902F
105
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SCHEDULE
13D
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Page 6 of 7
Pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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Dated:
December 13, 2021
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By: /s/
Chun-Hsien Tsai__________________
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Chairman and CEO of
Ainos, Inc., a Cayman Islands corporation
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CUSIP No. 00902F
105
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SCHEDULE
13D
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Page 7 of 7
Pages
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SCHEDULE A
Officers and Directors of Reporting Person
Note 1: The address of each individual is c/o Ainos, Inc., 14F.,
No. 61, Sec. 4, New Taipei Blvd., Xinzhuang Dist., New Taipei City
242, Taiwan F5, and each individual is a citizen of Taiwan except
for Mr. Yukio Sakamoto, who is a citizen of Japan.
Chun-Hsien Tsai is also Chairman, President and CEO of the Issuer.
Chun-Jung Tsai is also a director of the Issuer.
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Name
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Principal Occupation
(and name/address of employerif not one of the entities listed on
this Schedule)
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Principal Business Address
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Interest in Issuer
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Hsing-Hseng Lin
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Director
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See Note 1.
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None
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Hung-Szu Tung
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Director
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See Note 1.
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None
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Chun-Hsien Tsai
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Director & CEO
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See Note 1.
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None
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Chun-Jung Tsai
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Director
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See Note 1.
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None
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Yukio Sakamoto
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Director
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See Note 1.
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None
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Chih-Heng Lu
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Director
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See Note 1.
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None
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Tsong-Jung Lee
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Director
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See Note 1.
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None
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