Convertible Notes Payable and Other Notes Payable | 5. Convertible Notes Payable and Other Notes Payable As of September 30, 2024 and December 31, 2023, the respective notes payable were as follows: Schedule of Notes Payable September 30, December 31, Other notes payable, related party – current $ 270,000 $ 42,000 Other notes payable, related party - noncurrent - 270,000 March 2025 Convertible Notes, related party – noncurrent (ASE Note) - 2,000,000 March 2025 Convertible Notes, related party –current (ASE Note) 2,000,000 - March 2025 Convertible Notes – noncurrent (Lee Note) - 1,000,000 March 2025 Convertible Notes –current (Lee Note) 1,000,000 - Senior secured convertible notes payable (Lind Note) - fair value - 2,651,556 May 2027 Convertible Notes, related party – noncurrent (ASE Note) 9,000,000 - Notes payable $ 12,270,000 $ 5,963,556 The other notes payable were issued to Ainos KY, the controlling shareholder of the Company, in exchange for $ 800,000 530,000 1.85 March 31, 2025 42,000 All of the aforementioned convertible promissory notes and other notes payable are unsecured and due upon maturity. Holders of convertible notes have the option to convert some or the entire unpaid principal and accrued interest to common stock of the Company. May 2027 Convertible Notes and Warrant Purchase Agreement On May 3, 2024, The Company entered into Convertible Note and Warrant Purchase Agreement with the ASE Test, Inc. (“ASE”), a shareholder of Ainos KY, for the issuance of convertible promissory notes with 6 9,000,000 0.01 500,000 4.50 March 2025 Convertible Notes On March 13, 2023, the Company entered into two convertible promissory note purchase agreements pursuant to Regulation S of the Securities Act of 1933, as amended, in the total principal amount of $ 3,000,000 Convertible Note Issued to ASE Test, Inc. Pursuant to the one of the aforementioned agreements, ASE Test, Inc., a shareholder of Ainos KY, committed to pay a total aggregate amount of $ 2,000,000 1,000,000 500,000 500,000 Convertible Note Issued to Li-Kuo Lee The Company issued a convertible note in the principal amount of $ 1,000,000 1,000,000 The March 2025 Convertible Notes will mature in two years from the issuance dates 6 7.50 The total interest expense of convertible notes payable, other notes payable, March 2025 Convertible Notes and May 2027 Convertible Notes and Warrant Purchase Agreement for the three and nine months ended September 30, 2024 were $ 185,078 349,292 41,227 86,151 484,635 138,939 Senior Secured Convertible Notes Payable On September 25, 2023, the Company entered into a securities purchase agreement (the “SPA”) with Lind Global Fund II LP (the “Lind”). The SPA provides for loans in an aggregate principal amount of up to $ 10,000,000 March 28, 2025 In 2023, the Company issued and sold to Lind, in a private placement, (a) a senior secured convertible promissory note in the aggregate principal amount of $ 3,540,000 691,244 4.50 3,000,000 Subject to the satisfaction of certain conditions, the Company has the right to request additional tranches of funding from Lind in the aggregate amount not to exceed $ 7.0 On January 23, 2024, the Company received an Increased Funding Amount of up to $ 1.75 875,000 875,000 4,235,000 1,021,400 2.16 Following the earlier to occur of (i) 90 days from the date of the SPA or (ii) the date the resale Registration Statement is declared effective by the SEC, the Lind Note is convertible into shares of the Company’s common stock at the option of Lind at any time with the conversion price at lower of $ 7.50 On August 2, 2024, the Company retired its remaining senior secured convertible debt (the “Note”) with Lind Global Fund II LP, an institutional investment fund managed by The Lind Partners (together the “Investor”), as a result of conversions by the Investor and payments by the Company, which aggregates at a total of approximately US$ 1.67 1,439,754 224,842 382,384 0.588 From an accounting perspective, the Lind Note is considered a debt host instrument embedded with an issuer’s call and investor’s contingent puts, and is issued at substantial discount. The Company elects the fair value option (the “FVO”) to account for the Lind Note at fair value and mark to market each quarter. For the three and nine months ended September 30, 2024, the change in the fair value of the Lind Note was recorded in the Statements of Operations in the amount of $ 177,212 and $ 275,624 respectively. No portion of the change in fair value was related to changes in credit risk of the Company which would be charged to other comprehensive loss if any. The Company has granted to Lind a senior security interest in all of the Company’s right, title, and interest in, to and under all of the Company’s property, subject to certain exceptions as set forth in the SPA. The issuance cost including a commitment fee charged by Lind, placement agent fee and warrants, and legal fees is $ 308,336 , which is expensed off due to FVO election. |