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"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment
No. )
Ainos, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value
(Title
of Class of Securities)
00902F
105
(CUSIP
Number)
Chun-Hsien
Tsai
Chief
Executive Officer
Ainos,
Inc.
14F.,
No. 61, Sec. 4, New Taipei Boulevard, Xinzhuang
District
New
Taipei City 242, Taiwan
886-37-581999
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
April 15, 2021
(Date
of Event Which Requires Filing of This Statement)
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).
13D
CUSIP No. 00902F
105
1.
Name of Reporting
Person
Ainos,
Inc.
2.
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
☐
(b)
☐
3.
SEC Use
Only
4.
Source of Funds
(See Instructions)
OO
5.
Check if Disclosure
of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐
6.
Citizenship or
Place of Organization
Cayman
Islands
|
Number
of Shares Beneficially Owned by Each Reporting Person
With
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7. Sole
Voting Power
100,000,000
|
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8.
Shared Voting Power
0
|
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9. Sole
Dispositive Power
100,000,000
|
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10.
Shared Dispositive Power
0
|
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11.
Aggregate Amount Beneficially Owned by Each Reporting
Person
100,000,000
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) □
13.
Percent of Class Represented by Amount in Row 11
70.3%*
14.
Type of Reporting Person (See Instructions)
CO
*The percentage ownership is based upon
142,240,594 shares of common stock issued and outstanding as of
April 15, 2021, as certified by the issuer to the reporting person
on April 15, 2021.
Page 2 of 7
Pages
13D
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 4134 Business Park Drive Amarillo,
Texas 79110.
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.
(c) The principal
business of Ainos KY is developing and manufacturing 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.
(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 that certain Securities Purchase Agreement, dated as of December
24, 2020 (the “Agreement”), by and among the Issuer,
Ainos KY and those certain principal shareholders of the Issuer
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 Issuer approved the Agreement and the
transactions contemplated by the Agreement (the
“Transactions”) unanimously on December 18, 2020 and
recommended the shareholders of the Issuer to approve such
corporate action items including (1) approving the Agreement and
Transactions including the issuance of the Shares (as defined
below) to Ainos KY; (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
Issuer from 100,000,000 shares to 300,000,000 shares and (ii)
change the Issuer’s name to “Ainos, Inc.”; and
(3) electing seven directors designated by Ainos KY under the
Agreement (collectively, the “Corporate Action Items”).
A majority of the shareholders who held approximately 71.02% of the
voting power of the Issuer as of the record date approved the
Corporate Action Items. The Issuer completed mailing
the
Information Statements to all its shareholders as of the record
date on March 26, 2021.
Page 3 of 7
Pages
Pursuant to the
terms and conditions set forth in the Agreement, on April 15, 2021,
the Issuer 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 Ainos KY. 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, Ainos KY
executed and delivered the Patent Assignment to the Issuer. Except
as described above in this Item 3, Ainos KY did not pay any cash or
other consideration for the Shares.
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 is filed as
Exhibit 1 to this Schedule 13D, and is incorporated by reference
herein.
Items 4. Purpose of Transaction
The
information set forth in Item 3 of this Schedule 13D is hereby
incorporated by reference into this Item 6, as
applicable.
Following the
Closing, on April 15, 2021, the Issuer 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 Issuer’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 2 to this Schedule 13D and is incorporated herein
by reference.
In
connection with the Closing, each of the Issuer’s directors
prior to the Closing resigned from their respective position as a
director of the Issuer, 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 Issuer’s
Chairman of Board, President, Chief Executive Officer and Chief
Financial Officer and Mr. Chia–His Chen was appointed to
serve as the Issuer’s Chief Operating Officer effective as of
April 15, 2021.
In
connection with the Closing, Dr. Stephen T. Chen, the
Issuer’s Chairman of Board, President, Chief Executive
Officer and Chief Financial Officer prior to the Closing and Mr.
Bernard Cohen, the Issuer’s Vice President prior to the
Closing, resigned from their respective positions as executive
officers of the Issuer, in each case effective as of April 15,
2021.
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.
Page 4 of 7
Pages
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 100,000,000
shares of Common Stock (the “Shares”) constituting
70.3% of the Issuer’s outstanding common stock as of April
15, 2021.
(b) The
Reporting Person holds sole power to vote and dispose of the
Shares.
(c) Other
than the transactions described herein there has 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.
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Page 5 of 7
Pages
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:
April 28, 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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Page 6 of 7
Pages
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, and each individual is a citizen of Taiwan except that
Mr. Yukio Sakamoto is a citizen of Japan.
Chun-hsien Tsai is also Chairman, President, CEO and CFO of the
Issuer. Chun-Jung Tsai and Wen-han Chang are also directors 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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Lin, Hsing-hseng
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Director
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See Note 1.
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None
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Tung, Hung-szu
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Director
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See Note 1.
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None
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Tsai, Chun-hsien
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Director & CEO
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See Note 1.
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None
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Tsai, Chun-Jung
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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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Chang, Wen-han
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Director
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See Note 1.
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None
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Liao, Yu-hsuan
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Director
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See Note 1.
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None
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Lu, Chih-heng
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Director
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See Note 1.
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None
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Lee Tsong-jung
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Director
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See Note 1.
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None
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Page 7 of 7
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