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
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment
No. 2)
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 F5
886-37-581999
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December 20, 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
|
7. Sole
Voting Power
69,970,571
|
|
8.
Shared Voting Power
0
|
|
|
9. Sole
Dispositive Power
69,970,571
|
|
|
10.
Shared Dispositive Power
0
|
|
|
|
|
11.
Aggregate Amount Beneficially Owned by Each Reporting
Person
69,970,571
______________________________________________________________________________
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) □
______________________________________________________________________________
13.
Percent of Class Represented by Amount in Row 11
49.12%*
______________________________________________________________________________
14.
Type of Reporting Person (See Instructions)
CO
______________________________________________________________________________
The percentage ownership is based upon 142,442,215
shares of common stock issued and outstanding as of December 28,
2021, as certified by the Issuer to the Reporting Person on
December 28, 2021.
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 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 and 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
First,
reference is made to the Tender Offer and Offer to Purchase dated
as of November 22, 2021 (the “Exchange Agreements”) by
and among Ainos KY and those certain seventy-four (74) investors
identified in the following Table 1 (the “Exchange
Investors”). On the Closing Date of December 20, 2021, Ainos
KY purchased 151,074,245 of its Class A common shares and
56,355,000 of its Class B common shares in exchange for a total of
20,742,929 shares of common stock of the Issuer (the
“Shares”). The transactions relating to the Exchanges
Agreements closed on December 20, 2021.
Ainos
KY filed a Form 4 with the Securities and Exchange Commission
(“SEC”) on December 21, 2021 reporting its sale of
20,742,929 Shares to the Investors. Mr. Chun-Hsien Tsai, a director
and Chairman, President, and CEO of the Issuer, filed a Form 4 with
the SEC on December 21, 2021 relating to the acquisition of 333,986
Shares. Additionally, Chung-Jung Tsai, a director of the Issuer,
filed a Form 4 with the SEC on December 21, 2021 relating to the
acquisition of 133,986 Shares. Ms. Hui-Lan Wu, the CFO of the
Issuer, filed FORM ID with the SEC on December 21, 2021 and will a
Form 3 and Form 4 with the SEC once she is assigned EDGAR access
codes relating to the acquisition of 168,000 Shares and the
acquisition of 63,000 Shares by her daughter, Ms. Yun-Han
Liao.
Additionally,
reference is made to the Regulation S Stock Transfer Agreement
dated November 17, 2021 (“Transfer Agreement”) by and
between Ainos KY and Ms. Hsui-Chen Chiu (“Transferee”).
The Transferee is a director of the Issuer. On the Closing Date of
December 22, 2021, Ainos KY transferred 3,001,500 shares of common
stock to the Transferee. Both AINOS KY and the Transferee filed a
Form 4 with the SEC on December 29, 2021 relating to the
transaction.
The
offer, sale, and transfer of the Shares pursuant to the Exchange
Agreements and the Transfer Agreement were made in reliance on and
pursuant to Regulation S under the Securities Act of 1933, as
amended.
TABLE
1. THE EXCHANGE INVESTORS
|
#
|
Investor
|
Acquired Shares
|
|
1
|
WISDOM INTERNATIONAL
|
4,166,667
|
|
2
|
TOP CALIBRE CORPORATION
|
2,901,350
|
|
3
|
NANO SENOR INVESTMENTS PTE LTD
|
1,666,666
|
|
4
|
KAO, SU-MEI
|
258,812
|
|
5
|
LIN, YU-TZU
|
233,812
|
|
6
|
LIN, CHIA-CHEN
|
233,812
|
|
7
|
LIN, SHIH-WHY
|
233,812
|
|
8
|
CHUANG, HUEI CHEN
|
100,000
|
|
9
|
HUANG, I-WEN
|
100,000
|
|
10
|
HUANG, HSIANG-JU
|
100,000
|
|
11
|
HSIEH, HSUEH-FEN
|
100,000
|
|
12
|
LU, CHIH-HENG
|
270,608
|
|
13
|
LATITUDE FUND SEGREGATED PORTFOLIO COMPANY - GUARDIAN SERIES I FUND
SEGREGATED PORTFOLIO
|
2,604,167
|
|
14
|
INABATA & CO., LTD
|
833,333
|
|
15
|
LIN, HSING-HSENG
|
1,588,277
|
|
16
|
TSAI, CHUN-HSIEN
|
333,986
|
|
17
|
U-POLY ENTERPRISE CO.,LTD.
|
402,184
|
|
18
|
TEENAGE ENERGY ENTERPRISE LTD.
|
1,214,875
|
|
19
|
LEE,YI-CHI
|
34,739
|
|
20
|
HSU,CHING-TUNG
|
203,389
|
|
21
|
CHIU,CHUN-YI
|
19,889
|
|
22
|
LI,CHIA-HUNG
|
124,939
|
|
23
|
LEE,KUANG-CHE
|
124,939
|
|
24
|
LIN,YU-HONG
|
130,439
|
|
25
|
TSAI,HSIEN-HO
|
19,889
|
|
26
|
HUANG,CHIEN-YAO
|
25,939
|
|
27
|
WU,YA-HAN
|
18,239
|
|
28
|
KANG,LI-SHENG
|
11,000
|
|
29
|
LIU,WEN-HUI
|
8,250
|
|
30
|
LIAO,YU-HSUAN
|
37,500
|
|
31
|
KURUBURU ANJANAPPA SRIKANTH
|
20,439
|
|
32
|
WENG,TZU-TING
|
23,189
|
|
33
|
HUANG,WEI-AN
|
3,300
|
|
34
|
CHANG,CHIEN-HSIANG
|
16,589
|
|
35
|
LIN,CHAO-CHIEH
|
21,539
|
|
36
|
HUNG,YU-SHU
|
23,189
|
|
37
|
HSIEH,CHIH-CHIN
|
16,589
|
|
38
|
CERES INVESTMEN TCO., LTD.
|
51,539
|
|
39
|
WU,EIN-PAUL
|
550
|
|
40
|
LO,WEN-GIN
|
550
|
|
41
|
YANG, TSUI-MING
|
3,335
|
|
42
|
HUANG, CHUANG-CHING
|
1,650
|
|
43
|
WU,CHIN-LAN
|
12,250
|
|
44
|
CHEN,I-CHAI
|
13,750
|
|
45
|
J.J. INVESTMENT CO., LTD.
|
170,000
|
|
46
|
ETERNITY INVESTMENT CO. LTD
|
82,500
|
|
#
|
Investor
|
Acquired Shares
|
|
47
|
LIN,YI-CHEN
|
17,000
|
|
48
|
CHIEH YU INVESTMENT LIMITED COMPANY
|
132,500
|
|
49
|
CHUANG,HSIU-YUAN
|
8,500
|
|
50
|
LU,LI-HOG
|
45,000
|
|
51
|
NCTU ALUMNI ASSOCIATION
|
25,000
|
|
52
|
GREDMANN TAIWAN LTD.
|
25,000
|
|
53
|
LIN,CHIEN-HSIN
|
19,381
|
|
54
|
SHIH,CHUN-WEI
|
3,000
|
|
55
|
WI HARPERFUND VIII LP
|
971,000
|
|
56
|
YEH,YU-CHIN
|
15,439
|
|
57
|
LIU,YU-JU
|
15,939
|
|
58
|
HUANG,YUAN-HSIN
|
6,000
|
|
59
|
PAO,CHUN-HAO
|
2,500
|
|
60
|
LIAO,YUN-HAN
|
63,000
|
|
61
|
WU,HUI-LAN
|
168,000
|
|
62
|
PENG,KUNG-CHAN
|
298,996
|
|
63
|
CHEN,TAI-LI
|
11,000
|
|
64
|
CHEN,LEE-WEI
|
3,300
|
|
65
|
HSIEH,YA-HUI
|
3,300
|
|
66
|
TSAI, CHUN-JUNG
|
133,986
|
|
67
|
LEE,TSONG-JUNG
|
104,224
|
|
68
|
LIAO,CHIA-NAN
|
18,760
|
|
69
|
HUNG,CHUNG-WEI
|
14,939
|
|
70
|
CHEN,RUEI-SIANG
|
14,939
|
|
71
|
LAU,CHUN YEE
|
14,939
|
|
72
|
PAN, SHU-YING
|
14,939
|
|
73
|
YEH,SHAN-YOU
|
14,939
|
|
74
|
HUANG,CHIA-PIN
|
14,939
|
|
|
|
|
|
|
Total
|
20,742,929
|
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 capitalize its 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.
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, Amendment No. 2 relates is
69,970,571, constituting 49.12% of the Issuer’s outstanding
Common Stock as of December 20, 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.
Additionally, on
December 1, 2021, the Reporting Person entered into Stock Purchase
Agreements with twelve (12) individual investors and one (1)
company (the “SPAs”). Under the SPAs, Ainos KY sold
6,285,000 shares of the Issuer’s Common Stock (the
“Shares”) for an aggregate purchase price of
$3,965,000. The closing date of the SPA was December 6,
2021.
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.
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.
|
Dated:
December 29, 2021
|
By: /s/
Chun-Hsien Tsai__________________
|
|
|
Chairman and CEO of
Ainos, Inc., a Cayman Islands corporation
|
|
|
|
|
|
|
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 Iss
uer.
Chun-Jung Tsai is also a director of the Issuer.
|
Name
|
Principal Occupation
(and name/address of employerif not one of the entities listed on
this Schedule)
|
Principal Business Address
|
Interest in Issuer
|
|
Hung-Szu Tung
|
Director
|
See Note 1.
|
None
|
|
Chun-Hsien Tsai
|
Director & CEO
|
See Note 1.
|
333,986 Shares
|
|
Chun-Jung Tsai
|
Director
|
See Note 1.
|
133,986 Shares
|
|
Yukio Sakamoto
|
Director
|
See Note 1.
|
None
|
|
Chih-Heng Lu
|
Director
|
See Note 1.
|
270,608 Shares
|