SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Ainos, Inc. [ AIMD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/09/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
COMMON STOCK(2) | 08/09/2022 | A | 7,647,058 | A | $3.4 | 12,311,763(1) | D | |||
COMMON STOCK(3) | 08/09/2022 | A | 1,014,319 | A | $0.2 | 13,326,082(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Prior to the Reverse Split discussed herein the Reporting Person beneficially owned 69,970,571 common stock of the Issuer and after the Reverse Split, and prior to the present issuances, 4,664,705 common stock. The amounts of securities beneficially owned in column 5 of this report is calculated from a post-split baseline of 4,664,705. |
2. Reference is made to that certain non-interest bearing Convertible Note in the principal amount of $26,000,000 issued to the Reporting Person as consideration under an Asset Purchase Agreement with the Issuer ("APA Note"). The APA Note is payable by January 30, 2027 unless converted immediately prior to the closing of a public offering and listing on a U.S. stock exchange at 80% of the initial public offering price ("Offering"). On 08/11/22, the Company completed a public offering at a $4.25 per unit price ("Offering") and a 15-for-1 reverse stock split on 08/08/22 ("Reverse Split"). Transaction reflects an acquisition price of $3.40 per share (80% of the Offering) and the issued shares give effect to the Reverse Split. |
3. Reference is made to that certain Convertible Note in the principal amount of $3,000,000 bearing 1.85% interest per annum payable on February 28, 2023 and issued to the Reporting Person as consideration for working capital advances made to the Issuer ("Capital Note"). As of the conversion date, the Capital Note accrued $42,959 in interest and was converted at a $0.20 conversion rate pursuant to the Capital Note. The transaction gives effect to the Reverse Split noted in Footnote 1 above. |
/s/ John Junyong Lee POA for Chun-Hsien Tsai, Chief Executive Officer | 08/11/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |