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): June 14, 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)
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 |
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) |
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| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 14, 2024, the board of directors of Ainos, Inc., a Texas corporation (the “Company”), unanimously approved the amended and restated bylaws (the “Amended Bylaws”) of the Company, effective immediately, which among other things: (i) change the quorum for the transaction of business at stockholder meetings to one-third of the outstanding shares of stock entitled to vote at the meeting; (ii) provide the procedures of delivering advance notice of shareholder proposals, and (iii) provide the procedure of fixing record date for determining shareholders.
The foregoing description of the amendment is qualified in its entirety by reference to the full text of the Amended Bylaws of the Company, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On June 14, 2024, the Company issued a press release announcing that it unveils critical progress in Ainos Flora clinical trials and next-gen plans powered by NVIDIA CUDA. A copy of the press release is attached to Current Report on Form 8-K as Exhibit 99.1.
The information contained in this Item 7.01 shall not be deemed to be “filed” for the 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, and such information is not incorporated by reference into any registration statements or other document filed under the Securities Act of 1933, as amended or the Exchange Act, regardless of the general incorporation language contained in such filing, except as shall be expressly set forth by specific reference to this filing.
Investors and others should note that the Company routinely announces material information to its investors using filings with the SEC, the Company’s Press Release page on its website at https://ir.ainos.com/news, press releases, public conference calls, public webcasts, its feed on “X” (formerly known as Twitter) (@AinosInc) and its LinkedIn page (https://www.linkedin.com/company/ainosinc/). The information posted on the Company’s website or social media channels is not incorporated by reference in this report or in any other report or document the Company files with the SEC. While not all of the information that the Company posts to its Investor Relations page on its website or to social media channels is of a material nature, some information could be deemed to be material. Therefore, the Company encourages investors, the media and others interested in the Company to review the information it makes public in these channels.
Item 9.01 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: June 20, 2024 | By: | /s/ Chun-Hsien Tsai |
| | | Name: Chun-Hsien Tsai |
| | | Title: Chief Executive Officer |
