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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): May 13, 2024
AINOS,
INC. |
(Exact
name of registrant as specified in its charter) |
Texas |
|
001-41461 |
|
75-1974352 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
8880
Rio San Diego Drive, Ste. 800, San Diego, CA 92108
(858)
869-2986 |
(Address
and telephone number, including area code, of registrant’s principal executive offices) |
(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:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.01 per share |
|
AIMD |
|
The
Nasdaq Stock Market LLC |
Warrants
to purchase Common Stock |
|
AIMDW |
|
The
Nasdaq Stock Market LLC |
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
2.02. Results of Operations and Financial Condition.
On May 13, 2024, Ainos, Inc. (the “Company”) issued a press
release announcing its financial results for the first quarter ended March 31, 2024. A copy of the press release is furnished herewith
as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 2.02 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing
under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference
in such filing.
Item
9.01 Financial Statement and Exhibits
(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.
|
Ainos,
Inc. |
|
|
|
Date:
May 13, 2024 |
By: |
/s/
Chun-Hsien Tsai |
|
|
Name:
Chun-Hsien Tsai |
|
|
Title:
Chief Executive Officer |
Exhibit
99.1
Ainos
Reports First Quarter 2024 Financial Results
Strategic
focus on VELDONA and AI-powered point-of-care testing continues during 2024
US$9M
growth capital secured in May strengthens financial position for executing growth strategy
SAN
DIEGO, May 13, 2024 /Accesswire/ — Ainos, Inc. (NASDAQ: AIMD, AIMDW) (“Ainos”, or the “Company”), a diversified
healthcare company focused on the development of novel point-of-care testing (“POCT”), low-dose interferon therapeutics,
and synthetic RNA-driven preventative medicine, today announced its financial results for the first quarter ended March 31, 2024.
Chun-Hsien
(Eddy) Tsai, Chairman of the Board, President, and Chief Executive Officer of Ainos, commented, “In
the first quarter, we successfully completed our strategic pivot away from COVID-19 rapid test kits, which contributed to the management
of COVID-19 infections in Taiwan. While this adjustment impacted our near-term revenues, we’ve nonetheless made significant progress
in diversifying our business for long-term sustainability. “
“Our
strategic focus revolves around our AI Nose and VELDONA technologies. Specifically, we will intelligently advance our proprietary AI
Nose technology platform-powered POCT candidate, Ainos Flora, and co-develop an innovative volatile organic compounds (“VOC”)
sensing platform with our Japanese partners. The co-development program can expand the potential application of our AI-powered VOC sensing
technology to telehealth, automotive, industrial, and environmental safety. Our first project aims to improve the quality of elderly
care through an innovative AI-driven telehealth-based monitoring solution. We are also exploring to deploy VOC sensing to enable a safer
work environment and better production quality in the high-tech factories.”
“In
addition, we’re moving forward with clinical studies and actively exploring out-licensing opportunities for our VELDONA® human
drug candidates. These include our promising candidate for treating oral warts in HIV-positive patients, which has received Orphan Drug
Designation from the United States Food and Drug Administration (the “U.S. FDA”), and we plan to prioritize the HIV oral
wart and Sjögren’s syndrome programs within our pipeline. Following our successful entry into the petcare market with VELDONA
Pet supplement, we are investing to expand into the animal drug category.”
“I
am confident that our long-term, diversified strategy positions us to deliver sustainable shareholder value. I am also profoundly grateful
for the unwavering support from our shareholders. Their assistance was invaluable across multiple aspects, the engine that significantly
drove us forward in both our clinical endeavors in Taiwan and collaboration in Japan. We look forward to our product making a swift and
positive impact on people.”
Christopher
Lee, Chief Financial Officer of Ainos, commented, “We have strengthened our financial position with two additional financings.
I’m thrilled to share that we have secured a US$9 million convertible note financing convertible at US$4.5 per share, which follows
an up to US$1.75 million financing we announced in January. These two financings bolster our position as we continue executing our growth
strategy.”
First
Quarter 2024 Financial Results
Revenues
Revenues
were US$20,729 in the first quarter of 2024, compared to US$49,164 in the same period of 2023, reflecting the Company’s cessation
of sales of its COVID-19 antigen rapid test kits during the first quarter of 2024 after a strategic pivot shift.
Cost
of Revenues
Cost
of revenues was US$26,754 in the first quarter of 2024, compared with U$100,848 in the same period of 2023. The decrease was primarily
attributable to a decline in sales volume.
Gross
Profit
In
the first quarter of 2024, gross profit was negative US$6,025, significantly narrowing from negative US$51,684 a year ago, due to lower
sales volumes of the Company’s newly launched products.
Total
Operating Expenses
Total
operating expenses were US$3,114,066 in the first quarter of 2024, compared to US$2,461,348 in the same period of 2023. The change was
mainly attributable to increased expenses associated with clinical trial fees, co-research for technology, product and staffing expenditures,
and increases in share-based compensation and professional expenses.
Operating
expenses excluding depreciation and amortization expenses and share-based compensation were US$1,491,770 in the first quarter of 2024,
compared to US$1,059,894 in the first quarter of 2023.
|
● |
R&D
expenses increased to US$2,084,648 in the first quarter of 2024 from US$1,698,883 in the same period of 2023. Share-based compensation
expenses and depreciation and amortization expenses in the first quarter of 2024 were US$1,284,343, compared with US$1,194,984 a
year ago. When excluding these non-cash expenses, R&D expenses increased to US$800,305 from US$503,899 over the same period. |
|
● |
SG&A
expenses increased to US$1,029,418 from US$762,465 in the same period of 2023. Share-based compensation expenses and depreciation
and amortization expenses in the first quarters of 2024 and 2023 were US$337,953 and US$206,470, respectively. When excluding these
non-cash expenses, SG&A expenses increased to US$691,465 from US$555,995 over the same period. |
Net
Loss
Net
loss attributable to common stock shareholders was US$3,314,810 in the first quarter of 2024, compared with US$2,520,475 in the same
period of 2023.
Balance
Sheet
As
of March 31, 2024, the Company had cash and cash equivalents of US$1,030,899 compared with US$1,885,628 as of December 31, 2023.
Recent
Business Developments
On
May 6, 2024, the Company announced that it has raised US$9 million of growth capital through a convertible note financing with an existing
shareholder. The three-year note carries 6% compound interest and is convertible Company’s common stock at US$4.50 per share. The
investor will also receive a warrant to purchase up to 500,000 shares of the Company’s common stock at a price of US$4.50 per share.
On
January 24, 2024, the Company announced that it had placed an additional financing of up to US$1.75 million. US$875,000 was funded at
closing, with the remaining US$875,000 subject to conditions specified in the agreement.
On
February 5, 2024, the Company announced that it had submitted the clinical hold complete response to the U.S. FDA for conducting a Phase
II trial of its low-dose oral interferon (IFN)-alpha formulation, VELDONA®, for treatment of mild COVID-19 symptoms. If approved,
the Company’s Phase II trial is expected to involve a multicenter, parallel, randomized study conducted in Taiwan to evaluate the
efficacy of VELDONA® in subjects with mild COVID-19 symptoms during the third quarter of 2024.
About
Ainos, Inc.
Headquartered
in San Diego, California, Ainos is a diversified healthcare company focused on the development of novel point-of-care testing (POCT),
low-dose VELDONA® interferon therapeutics, and synthetic RNA-driven preventative medicine. The company’s products include VELDONA®
clinical-stage human therapeutics, VELDONA® Pet cytoprotein health supplements, and telehealth-friendly POCTs powered by its AI Nose
technology platform. The lead POCT candidate, Ainos Flora, is intended to be a telehealth-friendly POCT for women’s health and
certain common STIs. To learn more, visit https://www.ainos.com.
Follow
Ainos on X, formerly known as Twitter, (@AinosInc) and LinkedIn to stay up-to-date.
Safe
Harbor Statement
This
press release contains “forward-looking statements” about Ainos 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 the use of words such as “anticipate,”
“believe,” “estimate,” “approximate,” “expect,” “intend,” “plan,”
“predict,” “project,” “target,” “future,” “likely,” “strategy,”
“foresee,” “may,” “guidance,” “potential,” “outlook,” “forecast,”
“should,” “will” or other similar words or phrases. Similarly, statements that describe the Company’s objectives,
plans or goals are, or may be, forward-looking statements. Forward-looking statements are based only on the Company’s current beliefs,
expectations, and assumptions. Forward-looking statements are subject to inherent uncertainties, risks, and changes in circumstances
that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results may differ
materially from those indicated in the forward-looking statements.
Important
factors that could cause the Company’s actual results to differ materially from the projections, forecasts, estimates and expectations
discussed in this press release include, among others, the cost of production and sales potential of the products announced in this press
release; the Company’s dependence on projected revenues from the sale of current or future products ; the Company’s limited
cash and history of losses; the Company’s ability to achieve profitability; the Company’s ability to raise additional capital
to continue the Company’s product development; the ability to accurately predict the future operating results of the Company; the
ability to advance Ainos’ current or future product candidates through clinical trials, obtain marketing approval and ultimately
commercialize any product candidates the Company develops; the ability to obtain and maintain regulatory approval of Ainos’ product
candidates; delays in completing the development and commercialization of the Company’s current and future product candidates,
which could result in increased costs to the Company, delay or limit the ability to generate revenue and adversely affect the business,
financial condition, results of operations and prospects of the Company; 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 accuracy
of third-party market research data, the impact of competitive or alternative products, technologies and pricing; disruption in research
and development facilities; lawsuits and other claims by third parties or investigations by various regulatory agencies governing the
Company’s operations; potential cybersecurity attacks; increased requirements and costs related to cybersecurity; the Company’s
ability to realize the benefits of third party licensing agreements; the Company’s ability to obtain and maintain intellectual
property protection for Ainos product candidates; compliance with applicable laws, regulations and tariffs; continued listing on and
compliance with the applicable regulations of the Nasdaq Capital Market; and the Company’s success in managing growth. A more complete
description of these risk factors and others is included in the “Risk Factors” section of Ainos’ Annual Report on Form
10-K for the year ended December 31, 2023 and other reports filed with the U.S. Securities and Exchange Commission (“SEC”),
many of which risks are beyond the Company’s control. In addition to the risks described above and in the Company’s reports
filed with the SEC, other unknown or unpredictable factors also could cause actual results to differ materially from the projections,
forecasts, estimates and expectations discussed in this press release.
The
forward-looking statements made in this press release are expressly qualified in their entirety by the foregoing cautionary statements.
Any forward-looking statements contained in this press release represent Ainos’ views only as of today and should not be relied
upon as representing its views as of any subsequent date. Ainos undertakes no obligation to, and expressly disclaims any such obligation
to, publicly update or revise any forward-looking statement to reflect changed assumptions, the occurrence of anticipated or unanticipated
events or changes to the future results over time or otherwise, except as required by law.
Investor
Relations Contact
Feifei
Shen
IR@ainos.com
Ainos,
Inc.
Condensed
Balance Sheets
(Unaudited)
| |
March 31, | | |
December 31, | |
| |
2024 | | |
2023 | |
Assets | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 1,030,899 | | |
$ | 1,885,628 | |
Accounts receivable | |
| 4,172 | | |
| 455 | |
Inventory, net | |
| 169,655 | | |
| 167,593 | |
Other current asset | |
| 304,608 | | |
| 419,521 | |
Total current assets | |
| 1,509,334 | | |
| 2,473,197 | |
Intangible assets, net | |
| 27,155,594 | | |
| 28,283,208 | |
Property and equipment, net | |
| 768,665 | | |
| 876,572 | |
Other assets | |
| 320,867 | | |
| 208,827 | |
Total assets | |
$ | 29,754,460 | | |
$ | 31,841,804 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Equity | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Contract liabilities | |
$ | 108,000 | | |
$ | 112,555 | |
Convertible notes payable | |
| 3,000,000 | | |
| - | |
Other notes payable, related party | |
| 312,000 | | |
| 42,000 | |
Accrued expenses and others current liabilities | |
| 1,285,973 | | |
| 1,182,283 | |
Total current liabilities | |
| 4,705,973 | | |
| 1,336,838 | |
Senior secured convertible notes measured at fair value | |
| 2,369,694 | | |
| 2,651,556 | |
Convertible notes payable - noncurrent | |
| - | | |
| 3,000,000 | |
Other notes payable, related party - noncurrent | |
| - | | |
| 270,000 | |
Other long-term liabilities | |
| - | | |
| 135,829 | |
Total liabilities | |
| 7,075,667 | | |
| 7,394,223 | |
Commitments and contingencies | |
| | | |
| | |
Stockholders’ equity: | |
| | | |
| | |
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued and outstanding | |
| - | | |
| - | |
Common stock, $0.01 par value; 300,000,000 shares authorized as of March 31, 2024 and December 31, 2023, 6,144,506 and 4,677,787 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | |
| 61,445 | | |
| 46,778 | |
Common stock to be issued, 270 shares and 162,337 shares as of March 31, 2024 and December 31, 2023, respectively | |
| 3 | | |
| 1,623 | |
Additional paid-in capital | |
| 64,154,052 | | |
| 62,555,808 | |
Accumulated deficit | |
| (41,200,965 | ) | |
| (37,886,155 | ) |
Accumulated other comprehensive loss - translation adjustment | |
| (335,742 | ) | |
| (270,473 | ) |
Total stockholders’ equity | |
| 22,678,793 | | |
| 24,447,581 | |
Total liabilities and stockholders’ equity | |
$ | 29,754,460 | | |
$ | 31,841,804 | |
Ainos,
Inc.
Condensed
Statements of Operations
(Unaudited)
| |
Three months ended March 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Revenues | |
$ | 20,729 | | |
$ | 49,164 | |
Cost of revenues | |
| (26,754 | ) | |
| (100,848 | ) |
Gross loss | |
| (6,025 | ) | |
| (51,684 | ) |
Operating expenses: | |
| | | |
| | |
Research and development expenses | |
| 2,084,648 | | |
| 1,698,883 | |
Selling, general and administrative expenses | |
| 1,029,418 | | |
| 762,465 | |
Total operating expenses | |
| 3,114,066 | | |
| 2,461,348 | |
Loss from operations | |
| (3,120,091 | ) | |
| (2,513,032 | ) |
| |
| | | |
| | |
Non-operating (expenses) income, net: | |
| | | |
| | |
Interest expense | |
| (48,696 | ) | |
| (9,273 | ) |
Issuance cost of senior secured convertible note measured at fair value | |
| (138,992 | ) | |
| - | |
Fair value change for senior secured convertible note | |
| (31,568 | ) | |
| - | |
Other income, net | |
| 24,537 | | |
| 1,830 | |
Total non-operating expenses, net | |
| (194,719 | ) | |
| (7,443 | ) |
| |
| | | |
| | |
Net loss before income taxes | |
| (3,314,810 | ) | |
| (2,520,475 | ) |
Provision for income taxes | |
| - | | |
| - | |
Net loss | |
$ | (3,314,810 | ) | |
$ | (2,520,475 | ) |
Net loss per common share - basic and diluted | |
$ | (0.57 | ) | |
$ | (0.63 | ) |
Weighted-average shares used in computing net loss per common share-basic and diluted | |
| 5,771,283 | | |
| 4,002,210 | |
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