Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | AINOS, INC. | |
Entity Central Index Key | 0001014763 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 19,478,270 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 0-20791 | |
Entity Incorporation State Country Code | TX | |
Entity Tax Identification Number | 75-1974352 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 8880 Rio San Diego Drive | |
Entity Address Address Line 2 | Ste. 800 | |
Entity Address City Or Town | San Diego | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 92108 | |
City Area Code | 858 | |
Local Phone Number | 869-2986 | |
Security 12b Title | Common Stock, par value $0.01 per share | |
Trading Symbol | AIMD | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,753,877 | $ 1,751,499 |
Inventory | 670,507 | 0 |
Other current assets | 1,274,512 | 466,198 |
Total current assets | 3,698,896 | 2,217,697 |
Intangible assets, net | 35,086,424 | 37,329,191 |
Property and equipment, net | 1,503,025 | 1,187,702 |
Other assets | 124,697 | 87,571 |
Total assets | 40,413,042 | 40,822,161 |
Current liabilities: | ||
Convertible notes payable | 3,376,526 | 3,376,526 |
Notes payable | 1,013,405 | 213,405 |
Accrued expenses and others current liabilities | 2,598,468 | 1,004,868 |
Payables - related party | 0 | 26,000,000 |
Total current liabilities | 6,988,399 | 30,594,799 |
Long term liabilities: | ||
Convertible notes payable - noncurrent | 27,400,000 | 0 |
Operating lease liabilities - noncurrent | 18,323 | 30,255 |
Total long term liabilities | 27,418,323 | 30,255 |
Total liabilities | 34,406,722 | 30,625,054 |
Stockholders' equity | ||
Common stock, $0.01 par value; 300,000,000 shares authorized as of June 30, 2022 and December 31, 2021; 144,379,308 shares issued and outstanding as of June 30, 2022 and December 31, 2021 | 1,443,793 | 1,443,793 |
Additional paid-in capital | 18,943,316 | 18,856,430 |
Accumulated deficit | (14,162,843) | (10,108,916) |
Translation adjustment | (217,946) | 5,800 |
Total stockholders' equity | 6,006,320 | 10,197,107 |
Total liabilities and stockholders' equity | $ 40,413,042 | $ 40,822,161 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 30, 2021 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 144,379,308 | 144,379,308 |
Common stock, shares outstanding (in shares) | 144,379,308 | 144,379,308 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Condensed Consolidated Statements of Operations (Unaudited) | ||||
Revenues | $ 636,627 | $ 202,992 | $ 723,828 | $ 205,113 |
Cost of revenues | (318,963) | (69,508) | (360,042) | (70,757) |
Gross profit | 317,664 | 133,484 | 363,786 | 134,356 |
Operating expenses | ||||
Research and development expenses | 1,634,856 | 0 | 3,212,310 | 0 |
Selling, general and administrative expenses | 627,104 | 860,030 | 1,178,834 | 1,383,011 |
Total operating expenses | 2,261,960 | (860,030) | 4,391,144 | (1,383,011) |
Operating loss | (1,944,296) | (726,546) | (4,027,358) | (1,248,655) |
Loss on sale of fixed assets | 0 | (2,247) | 0 | (2,247) |
Interest expense, net | (18,796) | (20,981) | (35,483) | (32,879) |
Other income, net | 9,060 | 8,914 | ||
Total non-operating income and expenses, net | (9,736) | (23,228) | (26,569) | (35,126) |
Net loss | $ (1,954,032) | $ (749,774) | $ (4,053,927) | $ (1,283,781) |
Average basic and diluted net loss per share attributable to common shareholders | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
Weighted average common shares outstanding - basic and diluted | 144,379,308 | 124,644,759 | 144,379,308 | 83,583,583 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) | ||||
Net loss | $ (1,954,032) | $ (749,774) | $ (4,053,927) | $ (1,283,781) |
Other comprehensive loss: | ||||
Translation adjustment | (165,687) | (223,746) | ||
Comprehensive loss | $ (2,119,719) | $ (749,774) | $ (4,277,673) | $ (1,283,781) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Translation Adjustment |
Balance, shares at Dec. 31, 2020 | 42,066,172 | |||||
Balance, amount at Dec. 31, 2020 | $ (838,278) | $ 0 | $ 420,662 | $ 4,961,315 | $ (6,220,255) | $ 0 |
Issuance of stock for compensation, shares | 205,643 | |||||
Issuance of stock for compensation, amount | 139,405 | 0 | $ 2,056 | 137,349 | 0 | 0 |
Issuance of stock for acquisition of patents, shares | 100,000,000 | |||||
Issuance of stock for acquisition of patents, amount | 20,000,000 | 0 | $ 1,000,000 | 19,000,000 | 0 | 0 |
Warrant expense | 6,835 | 0 | 0 | 6,835 | 0 | 0 |
Option expense | 181,376 | 0 | 0 | 181,376 | 0 | 0 |
Net loss | (1,283,781) | 0 | $ 0 | 0 | (1,283,781) | 0 |
Balance, shares at Jun. 30, 2021 | 142,271,815 | |||||
Balance, amount at Jun. 30, 2021 | 18,205,557 | 0 | $ 1,422,718 | 24,286,874 | (7,504,035) | 0 |
Balance, shares at Mar. 31, 2021 | 42,066,172 | |||||
Balance, amount at Mar. 31, 2021 | (1,278,179) | 0 | $ 420,662 | 5,055,420 | (6,754,261) | 0 |
Issuance of stock for compensation, shares | 205,643 | |||||
Issuance of stock for acquisition of patents, shares | 100,000,000 | |||||
Issuance of stock for acquisition of patents, amount | 20,000,000 | 0 | $ 1,000,000 | 19,000,000 | 0 | 0 |
Warrant expense | 3,417 | 0 | 0 | 3,417 | 0 | 0 |
Net loss | (749,774) | 0 | 0 | 0 | (749,774) | 0 |
Issuance of stock for compensation, amount | 139,405 | 0 | 2,056 | 137,349 | 0 | 0 |
Option expense | 90,688 | 0 | $ 0 | 90,688 | 0 | 0 |
Balance, shares at Jun. 30, 2021 | 142,271,815 | |||||
Balance, amount at Jun. 30, 2021 | 18,205,557 | 0 | $ 1,422,718 | 24,286,874 | (7,504,035) | 0 |
Balance, shares at Dec. 31, 2021 | 144,379,308 | |||||
Balance, amount at Dec. 31, 2021 | 10,197,107 | 0 | $ 1,443,793 | 18,856,430 | (10,108,916) | 5,800 |
Warrant expense | 6,834 | 0 | 0 | 6,834 | 0 | 0 |
Option expense | 80,052 | 0 | 0 | 80,052 | 0 | 0 |
Net loss | (4,053,927) | 0 | 0 | 0 | (4,053,927) | 0 |
Translation adjustment | (223,746) | 0 | $ 0 | 0 | 0 | (223,746) |
Balance, shares at Jun. 30, 2022 | 144,379,308 | |||||
Balance, amount at Jun. 30, 2022 | 6,006,320 | 0 | $ 1,443,793 | 18,943,316 | (14,162,843) | (217,946) |
Balance, shares at Mar. 31, 2022 | 144,379,308 | |||||
Balance, amount at Mar. 31, 2022 | (8,082,596) | 0 | $ 1,443,793 | 18,899,873 | (12,208,811) | (52,259) |
Warrant expense | 3,417 | 0 | 0 | 3,417 | 0 | 0 |
Net loss | (1,954,032) | 0 | 0 | 0 | (1,954,032) | 0 |
Option expense | 40,026 | 0 | 0 | 40,026 | 0 | 0 |
Translation adjustment | (165,687) | 0 | $ 0 | 0 | 0 | (165,687) |
Balance, shares at Jun. 30, 2022 | 144,379,308 | |||||
Balance, amount at Jun. 30, 2022 | $ 6,006,320 | $ 0 | $ 1,443,793 | $ 18,943,316 | $ (14,162,843) | $ (217,946) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (4,053,927) | $ (1,283,781) |
Adjustments to reconcile net loss to net cash used in operating. activities: | ||
Depreciation and amortization | 2,378,835 | 514,850 |
Share-based compensation expense | 86,886 | 188,210 |
Stock issued for compensation | 0 | 139,405 |
Interest expense | 36,202 | 32,934 |
Loss on disposal of fixed assets | 0 | 2,247 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (29,881) | (139,747) |
Inventory | (670,507) | 3,024 |
Other current assets | (775,909) | (71,941) |
Accrued expenses and other current liabilities | 802,282 | 238,110 |
Contract liabilities | 606,866 | 333,763 |
Net cash used in operating activities | (1,619,153) | (42,926) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (424,557) | (23,312) |
Proceeds from disposal of property and equipment | 36 | |
Net cash used in investing activities | (424,557) | (23,276) |
Cash flows from financing activities | ||
Proceeds from convertible notes payable | 1,400,000 | 652,395 |
Proceeds from notes payable | 800,000 | 0 |
Payments of lease liabilities | (10,125) | (1,800) |
Net cash provided by financing activities | 2,189,875 | 650,595 |
Net change in cash | 146,165 | 584,393 |
Effect from foreign currency exchange | (143,787) | 0 |
Cash and cash equivalents at beginning of period | 1,751,499 | 22,245 |
Cash and cash equivalents at end of period | 1,753,877 | 606,638 |
Supplemental disclosures of noncash financing and investing activities | ||
Issuance of convertible notes for payables - related party | 26,000,000 | |
Stock issued for acquisition of patents | 20,000,000 | |
Net change in equipment payable | $ 117,185 | |
ROU leased assets | $ 62,846 |
Organization and Business.
Organization and Business. | 6 Months Ended |
Jun. 30, 2022 | |
Organization and Business. | |
1. Organization and Business | Organization and Business. |
Basis of presentation
Basis of presentation | 6 Months Ended |
Jun. 30, 2022 | |
Basis of presentation | |
2. Basis of presentation | Basis of presentation. |
Financial Condition
Financial Condition | 6 Months Ended |
Jun. 30, 2022 | |
Financial Condition | |
3. Financial Condition | 3. Financial Condition. The continuing operations of the Company and the recoverability of the carrying value of assets is dependent upon the ability of the Company to obtain necessary financing to fund its working capital requirements, and upon future profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. There can be no assurance that capital will be available as necessary to meet the Company’s working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected and the Company may cease operations. These factors may raise uncertainty regarding our ability to continue as a going concern. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2022 | |
Common Stock | |
4. Common Stock | 4. Common Stock. We have not paid any dividends to our common stock shareholders to date, and have no plans to do so in the immediate future. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2022 | |
Preferred Stock | |
5. Preferred stock | 5. Preferred Stock |
Current Convertible Notes Payab
Current Convertible Notes Payable and Other Related Party Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Current Convertible Notes Payable and Other Related Party Notes Payable | |
6.Current Convertible Notes Payable and Other Related Party Notes Payable | 6. Current Convertible Notes Payable and Other Notes Payable. Payee No. Effective Date Due Date From Effective Following Maturity Conversion Rate Issuing Purpose As of 12/31/2021 Addition Payment As of 6 /3 0 /2022 Accrued Interest Current Convertible Notes Payable: Stephen Chen #1.16 1/30/2016 Payable on demand 0.75% N/A $ 0.17 working capital 114,026 - - 114,026 6,263 Stephen Chen #2.16 3/18/2016 Payable on demand 0.65% N/A $ 0.19 working capital 262,500 - - 262,500 10,724 376,526 - - 376,526 16,987 Ainos KY #12.21 4/27/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 15,000 - - 15,000 326 Ainos KY #13.21 5/5/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 20,000 - - 20,000 427 Ainos KY #14.21 5/25/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 30,000 - - 30,000 610 Ainos KY #15.21 5/28/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 35,000 - - 35,000 706 Ainos KY #16.21 6/9/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 300,000 - - 300,000 5,869 Ainos KY #17.21 6/21/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 107,000 - - 107,000 2,028 Ainos KY #18.21 7/2/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 54,000 - - 54,000 994 Ainos KY #19.21 9/1/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 120,000 - - 120,000 1,843 Ainos KY #20.21 9/28/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 300,000 - - 300,000 4,182 Ainos KY #21.21 11/10/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 50,000 - - 50,000 588 Ainos KY #22.21 11/25/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 450,000 - - 450,000 4,927 Ainos KY #23.21 11/29/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 300,000 - - 300,000 3,224 Ainos KY #24.21 12/29/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 1,219,000 - - 1,219,000 11,307 3,000,000 - - 3,000,000 37,029 Total convertible notes payable- related parties 3,376,526 - - 3,376,526 54,016 Non-Convertible Notes Payable: Stephen Chen #9.21 1/1/2021 4/14/2021 0.13% N/A N/A working capital 129,405 - - 129,405 396 Ainos KY #26.22 (2) 3/4/2022 3/31/2023 1.85% N/A N/A working capital - 800,000 - 800,000 4,825 Non-convertible notes payable-related party 129,405 800,000 - 929,405 5,221 i2 China #8b.20 1/1/2020 1/1/2021 1.85% N/A N/A consulting fee 84,000 - - 84,000 3,922 Non-Convertible Notes payable- non-related party 84,000 84,000 3,922 Total non-convertible notes payable 213,405 800,000 - 1,013,405 9,143 Total convertible and non-convertible 3,589,931 800,000 - 4,389,931 63,159 Notes: (1) On March 17, 2022, we executed a Promissory Note Extension Agreement with Ainos KY in which the due dates for certain convertible notes enumerated as #12.21 to #24.21 issued by the Company to Ainos KY were extended to February 28, 2023. The total unpaid principal for these extended period convertible notes amount to $3,000,000 in the aggregate. (2) On March 11, 2022, the Board approved a Non-Convertible Note dated March 4, 2022 in favor of Ainos KY with a principal amount of $800,000, interest of 1.85% per annum on unpaid principal and accrued interest, and a maturity date of February 28, 2023. The Note includes standard provisions for notice, default, and remedies for default. All of the aforementioned convertible promissory notes and other notes payable are unsecured and due on demand upon maturity. The Company may prepay the notes in whole or in part at any time. The holder of convertible notes has the option to convert some or all of the unpaid principal and accrued interest to our common voting stock. The total interest expense of convertible notes payable and other notes payable for the six months ended June 30, 2022 and 2021 were $34,486 and $32,775 respectively; the cumulative related accrued interest as of June 30, 2022 and December 31, 2021 were $63,159 and $28,673, respectively. |
Non-Current Convertible Notes P
Non-Current Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Non-Current Convertible Notes Payable | |
7.Non-Current Convertible Notes Payable | 7. Non-Current Convertible Notes Payable. APA Convertible Note On January 30, 2022, we issued to Ainos KY a Convertible Promissory Note in the principal amount of $26,000,000 (the “APA Convertible Note”) for the Asset Purchase Transaction as more particularly described below in Note 8. The principal sum of the APA Convertible Note is payable in cash on January 30, 2027, although we may prepay the APA Convertible Note in whole or in part without penalty. The APA Convertible Note is noninterest bearing. If not earlier repaid, the APA Convertible Note will be converted into shares of our common stock or such other securities or property for which the APA Convertible Note may become convertible, immediately prior to the closing of any public offering of our common stock if our common stock is listed on a U.S. stock exchange. The conversion price, subject to certain adjustments, will be 80% of the initial public offering price of the offering. March 2027 Convertible Notes The Company issued Convertible Notes pursuant to certain Convertible Note Purchase Agreements under Regulation S. The transactions are more particularly described below: · $50,000 Convertible Note issued on March 31, 2022 to Yun-Han Liao. The purchaser is the daughter of Wu Hui-Lan, the Company’s Chief Financial Officer. · $850,000 aggregate Convertible Notes issued on March 28, 2022 to Chih-Cheng Tsai, Ming-Hsien Lee, Yu-Yuan Hsu, and Top Calibre Corporation, a British Virgin Islands company. · $500,000 Convertible Note issued on April 11, 2022 to ASE Test Inc., a minority owner of Ainos KY. · The above Convertible Notes totaling $1,400,000 are collectively referred to as the “March 2027 Convertible Notes”. The Principal Amounts of the March 2027 Convertible Notes are payable in cash on March 30, 2027, although the Company may prepay the Convertible Notes in whole or in part without penalty. The March 2027 Convertible Notes are non-interest bearing. If not earlier repaid, the Convertible Notes will be converted into shares of common stock, $0.01 par value per share of the Company, or such other securities or property for which the Convertible Notes may become convertible, immediately prior to the closing of any public offering of the Company’s common stock if the Company’s common stock is listed on a U.S. stock exchange. The conversion price, subject to certain adjustments, will be eighty percent (80%) of the initial public offering price of any such public offering. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions | |
8.Related Party Transactions | 8. Related Party Transactions. Purchase of intangible assets and equipment Securities Purchase Agreement On April 15, 2021, we consummated a Securities Purchase Agreement with Ainos KY. Pursuant to the Securities Purchase Agreement, we issued 100,000,000 shares of common stock at $0.20 per share to Ainos KY in exchange for certain patent assignments relating to advanced testing devices and artificial intelligence consumer health care solutions, increased our authorized common stock to 300,000,000 shares and changed our name from “Amarillo Biosciences, Inc.” to “Ainos, Inc.” Immediately after consummating the transaction and issuance of the shares, Ainos KY’s ownership in the Company totaled approximately 70.30% of the issued and outstanding shares of common stock. Asset Purchase Agreement Ainos KY and the Company entered into an Asset Purchase Agreement dated as of November 18, 2021 (the “Asset Purchase Agreement”), as modified by an Amended and Restated Asset Purchase Agreement dated as of January 29, 2022 (the “Amended Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, we acquired certain intellectual property assets and certain manufacturing, testing, and office equipment for a total purchase price of $26,000,000 that included $24,886,023 for intangible intellectual property assets and $1,113,977 for equipment. As consideration we issued to Ainos KY a Convertible Promissory Note in the principal amount of $26,000,000 upon closing on January 30, 2022 (the “APA Convertible Note”). Refer to Note 7 for more information. As part of the Asset Purchase Agreement, we agreed to hire certain employees of Ainos KY who are responsible for research and development of the IP Assets and/or Equipment on terms at least equal to the compensation arrangements undertaken by Ainos KY. From and after the closing, we will have no responsibility, duty or liability with respect to any employee benefit plans of Ainos KY. Working Capital Advances All convertible and other notes payable were issued either as a result of financing or deferred compensation provided by shareholders. In the first half of 2021, Ainos KY provided working capital advances in the form of convertible note financing in the aggregate amount of $507,000 which bear interest at the AFR short-term rate of 1.85% and may be convertible in whole or in part at a conversion price of $0.20 per share, subject to adjustment. Dr. Stephen T. Chen provided working capital advances in the form of convertible note and non-convertible note financing in the aggregate amount of $69,025 and $145,395, respectively. The convertible notes bear interest at the AFR short-term rate of 1.85% and may be convertible in whole or in part at a conversion price of $0.25 per share, subject to adjustment. A sole non-convertible note bears interest at the AFR short-term rate of 0.13%. In the first half of 2022, Ainos KY provided us a working capital advance in the form of a non-convertible note financing in the principal amount of $800,000, at a 1.85% per annum interest rate, maturing on February 28, 2023, and ASE Test, Inc. (the “ASE”) provided us a working capital advance in the form of a convertible note financing in the principal amount of $500,000 due on March 30, 2027 . We may prepay the convertible note in whole or in part without penalty (the “ASE Note”) before the maturity date. The ASE Note is non-interest bearing. The convertible note will automatically convert into shares of our common stock immediately prior to the closing of any public offering of our common stock if our common stock is listed on a U.S. stock exchange. The conversion price, subject to certain adjustments, will be 80% of the initial public offering price of any such public offering. On March 17, 2022, we executed a Promissory Note Extension with Ainos KY, pursuant to which the due dates for the convertible notes issued in 2021 to Ainos KY were extended to February 28, 2023. As of June 30, 2022 and December 31, 2021, the convertible and non-convertible notes payable for related parties totaled $30,855,931 and $3,505,931, respectively. Refer to Notes 6 and 7 for more information. Purchase and sales Ainos COVID-19 Test Kits Sales and Marketing Agreement with Ainos KY On June 14, 2021 We incurred costs associated with finished goods, raw materials and manufacturing fees for Covid-19 antigen rapid test kits from TCNT pursuant to the Sales and Marketing Agreement, totaling $870,404 and $69,509 for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022 and December 31, 2021, the accounts payable to TCNT were $296,498 and $0, respectively. COVID-19 Antigen Rapid Test Kits Sales We sold Covid-19 antigen rapid test kits to ASE Technology Holding, an affiliate of the Company, totaling $482,359 and $121,202 for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022 and December 31, 2021, the accounts receivable to ASE Technology Holding were $28,769 and $0, respectively; the payments in advance totalling $630,888 and $0, respectively. Product Co-development Agreement Pursuant to the five-year product co-development agreement (the "Product Co-Development Agreement") with TCNT, effective on August 1, 2021, we incurred development expenses totaling $374,170 and $0 for the six months ended June 30, 2022 and 2021. As of June 30, 2022 and December 31, 2021, the accrued payables were $179,547 and $65,156, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events | |
9. Subsequent Events | 9. Subsequent Events. On July 28, 2022, We granted 8,000,000 and 1,320,000 Restricted Stock Units (the “RSUs”) from our 2021 Stock Incentive Plan to employees and non-employee directors, respectively. The RSUs shall vest in accordance with the respective employment agreements entered into by each of the employees and the 2021 Non-Employee Director Compensation Policy relative to the non-employee directors, respectively. On August 8, 2022, We completed a public offering of 780,000 units on the Nasdaq Capital Market at a public offering price of $4.25 per unit (the “Offering”). Each unit issued in the Offering consists of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $4.25. The common stock and warrants are immediately separable and are issued separately. In addition, We sold additional Warrants to purchase up to an aggregate of 117,000 shares of our common stock in connection with the partial exercise of the over-allotment option granted to the underwriters of the Offering. We received gross proceeds of $3,316,170, before deducting underwriting discounts and commissions and other estimated offering expenses. In connection with the Offering, We effectuated a reverse split of our issued and outstanding common stock at a ratio of 1-for-15, which became effective at 8 p.m., Eastern Standard Time, on August 8, 2022. The common stock and the warrants are currently quoted on the Nasdaq Capital Market under the symbols “AIMD” and “AIMDW,” respectively. The share numbers and pricing information in this quarterly report are not adjusted to reflect the impact of the reverse stock split. On August 9, 2022, the APA Convertible note and the march 2027 convertible notes in the aggregate principal amount of $27,400,000 were converted into common stock at a conversion price of 80% of the public offering price of the Offering, or $3.40, for a total of 8,058,818 shares of common stock. Additionally, convertible promissory notes held by Ainos KY in the aggregate principal amount of $3,000,000 plus accrued interest of $42,959 were converted into common stock on August 8, 2022, at a conversion price of $0.20, for a total of 1,014,319 shares of common stock. |
Current Convertible Notes Pay_2
Current Convertible Notes Payable and Other Notes Payable (Table) | 6 Months Ended |
Jun. 30, 2022 | |
Current Convertible Notes Payable and Other Related Party Notes Payable | |
Convertible Notes Payable | Payee No. Effective Date Due Date From Effective Following Maturity Conversion Rate Issuing Purpose As of 12/31/2021 Addition Payment As of 6 /3 0 /2022 Accrued Interest Current Convertible Notes Payable: Stephen Chen #1.16 1/30/2016 Payable on demand 0.75% N/A $ 0.17 working capital 114,026 - - 114,026 6,263 Stephen Chen #2.16 3/18/2016 Payable on demand 0.65% N/A $ 0.19 working capital 262,500 - - 262,500 10,724 376,526 - - 376,526 16,987 Ainos KY #12.21 4/27/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 15,000 - - 15,000 326 Ainos KY #13.21 5/5/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 20,000 - - 20,000 427 Ainos KY #14.21 5/25/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 30,000 - - 30,000 610 Ainos KY #15.21 5/28/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 35,000 - - 35,000 706 Ainos KY #16.21 6/9/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 300,000 - - 300,000 5,869 Ainos KY #17.21 6/21/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 107,000 - - 107,000 2,028 Ainos KY #18.21 7/2/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 54,000 - - 54,000 994 Ainos KY #19.21 9/1/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 120,000 - - 120,000 1,843 Ainos KY #20.21 9/28/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 300,000 - - 300,000 4,182 Ainos KY #21.21 11/10/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 50,000 - - 50,000 588 Ainos KY #22.21 11/25/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 450,000 - - 450,000 4,927 Ainos KY #23.21 11/29/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 300,000 - - 300,000 3,224 Ainos KY #24.21 12/29/2021 2/28/2023 (1) 1.85% N/A $ 0.20 working capital 1,219,000 - - 1,219,000 11,307 3,000,000 - - 3,000,000 37,029 Total convertible notes payable- related parties 3,376,526 - - 3,376,526 54,016 Non-Convertible Notes Payable: Stephen Chen #9.21 1/1/2021 4/14/2021 0.13% N/A N/A working capital 129,405 - - 129,405 396 Ainos KY #26.22 (2) 3/4/2022 3/31/2023 1.85% N/A N/A working capital - 800,000 - 800,000 4,825 Non-convertible notes payable-related party 129,405 800,000 - 929,405 5,221 i2 China #8b.20 1/1/2020 1/1/2021 1.85% N/A N/A consulting fee 84,000 - - 84,000 3,922 Non-Convertible Notes payable- non-related party 84,000 84,000 3,922 Total non-convertible notes payable 213,405 800,000 - 1,013,405 9,143 Total convertible and non-convertible 3,589,931 800,000 - 4,389,931 63,159 |
Common Stock (Details Narrative
Common Stock (Details Narrative2)) - shares | Jun. 30, 2022 | Dec. 30, 2021 |
Common Stock, Shares, Issued, Total | 144,379,308 | 144,379,308 |
Common Stocks [Member] | ||
Common Stock, Shares Outstanding And Reserved | 2,740,000,000,000 | |
Reserved For Conversion Of Convertible Debt To Stock | 144,379,308 | |
Future Exercise Of Stock Options | 550,000 | |
Shares Reserved For Warrant Conversion | 452,617 | |
Common Stock, Capital Shares Reserved For Future Issuance | 17,358,339 | |
Common Stock, Shares Authorized | 300,000,000 | |
Common Stock, Shares, Issued, Total | 162,740,264 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - shares | Jun. 30, 2022 | Dec. 30, 2021 |
Common Stock | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Current Convertible Notes Pay_3
Current Convertible Notes Payable and Other Notes Payable (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Total convertible and non-convertible | $ 4,389,931 | $ 3,589,931 |
Total non-convertible notes payable | 1,013,405 | 213,405 |
Total non-convertible notes payable accrued interest | 9,143 | |
Total non-convertible notes payable addition | 800,000 | |
Total convertible and non-convertible addition | 800,000 | |
Total convertible and non-convertible Payment | 0 | |
Total convertible and non-convertible accrued | 63,159 | |
Payment | 0 | |
Non-convertible notes payable-related party | 929,405 | 129,405 |
Non-convertible notes payable-related party accrued interest | 5,221 | |
Non-convertible notes payable-related party addition | 800,000 | |
12.21 [Member] | Ainos KY [Member] | ||
Payment | 0 | |
Accrued Interest | $ 326 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 4/27/2021 | |
Unpaid principal balance | $ 15,000 | 15,000 |
Conversion rate | $ 0.20 | |
Addition | $ 0 | |
13.21 [Member] | Ainos KY [Member] | ||
Payment | 0 | |
Accrued Interest | $ 427 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 5/5/2021 | |
Unpaid principal balance | $ 20,000 | 20,000 |
Conversion rate | $ 0.20 | |
Addition | $ 0 | |
14.21 [Member] | Ainos KY [Member] | ||
Payment | 0 | |
Accrued Interest | $ 610 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 5/25/2021 | |
Unpaid principal balance | $ 30,000 | 30,000 |
Conversion rate | $ 0.20 | |
Addition | $ 0 | |
15.21 [Member] | Ainos KY [Member] | ||
Payment | 0 | |
Accrued Interest | $ 706 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 5/28/2021 | |
Unpaid principal balance | $ 35,000 | 35,000 |
Conversion rate | $ 0.20 | |
Addition | $ 0 | |
16.21 [Member] | Ainos KY [Member] | ||
Payment | 0 | |
Accrued Interest | $ 5,869 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 6/9/2021 | |
Unpaid principal balance | $ 300,000 | 300,000 |
Conversion rate | $ 0.20 | |
Addition | $ 0 | |
17.21 [Member] | Ainos KY [Member] | ||
Payment | 0 | |
Accrued Interest | $ 2,028 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 6/21/2021 | |
Unpaid principal balance | $ 107,000 | 107,000 |
Conversion rate | $ 0.20 | |
Addition | $ 0 | |
18.21 [Member] | Ainos KY [Member] | ||
Payment | 0 | |
Accrued Interest | $ 994 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 7/2/2021 | |
Unpaid principal balance | $ 54,000 | 54,000 |
Addition | $ 0 | |
Conversion Note | $ 0.20 | |
19.21 [Member] | Ainos KY [Member] | ||
Payment | $ 0 | |
Accrued Interest | $ 1,843 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 9/1/2021 | |
Unpaid principal balance | $ 120,000 | 120,000 |
Addition | $ 0 | |
Conversion Note | $ 0.20 | |
20.21 [Member] | Ainos KY [Member] | ||
Payment | $ 0 | |
Accrued Interest | $ 4,182 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 9/28/2021 | |
Unpaid principal balance | $ 300,000 | 300,000 |
Addition | $ 0 | |
Conversion Note | $ 0.20 | |
21.21 [Member] | Ainos KY [Member] | ||
Payment | $ 0 | |
Accrued Interest | $ 588 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 11/10/2021 | |
Unpaid principal balance | $ 50,000 | 50,000 |
Conversion rate | $ 0.20 | |
Addition | $ 0 | |
22.21[Member] | Ainos KY [Member] | ||
Payment | 0 | |
Accrued Interest | $ 4,927 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 11/25/2021 | |
Unpaid principal balance | $ 450,000 | 450,000 |
Conversion rate | $ 0.20 | |
Addition | $ 0 | |
23.21[Member] | Ainos KY [Member] | ||
Payment | 0 | |
Accrued Interest | $ 3,224 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 11/29/2021 | |
Unpaid principal balance | $ 300,000 | 300,000 |
Conversion rate | $ 0.20 | |
Addition | $ 0 | |
24.21[Member] | Ainos KY [Member] | ||
Payment | 0 | |
Accrued Interest | $ 11,307 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 12/29/2021 | |
Unpaid principal balance | $ 1,219,000 | 1,219,000 |
Conversion rate | $ 0.20 | |
Addition | $ 0 | |
Total [Member] | ||
Payment | 0 | |
Addition | 0 | |
Convertible and other notes payable- related parties | 3,376,526 | 3,376,526 |
Accrued Interest- related parties | 54,016 | |
Total [Member] | Ainos KY [Member] | ||
Payment | 0 | |
Accrued Interest | 37,029 | |
Unpaid principal balance | 3,000,000 | 3,000,000 |
Addition | 0 | |
26.22[Member] | Ainos KY [Member] | ||
Payment | 0 | |
Accrued Interest | $ 4,825 | |
Due Date | 3/31/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 3/4/2022 | |
Unpaid principal balance | $ 800,000 | |
Addition | 800,000 | |
Dr. Stephen T. Chen [Member] | ||
Payment | 0 | |
Accrued Interest | 16,987 | |
Unpaid principal balance | 376,526 | 376,526 |
Addition | 0 | |
Dr. Stephen T. Chen [Member] | 1.16 [Member] | ||
Payment | 0 | |
Accrued Interest | $ 6,263 | |
Due Date | Payable on demand | |
Annual interest rate, From effective | 0.75% | |
Effective Date | 1/30/2016 | |
Unpaid principal balance | $ 114,026 | 114,026 |
Conversion rate | $ 0.17 | |
Addition | $ 0 | |
Dr. Stephen T. Chen [Member] | 2.16 [Member] | ||
Payment | 0 | |
Accrued Interest | $ 10,724 | |
Due Date | Payable on demand | |
Annual interest rate, From effective | 0.65% | |
Effective Date | 3/18/2016 | |
Unpaid principal balance | $ 262,500 | 262,500 |
Conversion rate | $ 0.19 | |
Addition | $ 0 | |
i2China Management Group LLC [Member] | Total [Member] | ||
Accrued Interest | 3,922 | |
Unpaid principal balance | 84,000 | 84,000 |
i2China Management Group LLC [Member] | 9.21 [Member] | ||
Payment | 0 | |
Accrued Interest | $ 396 | |
Due Date | 4/14/2021 | |
Annual interest rate, From effective | 0.13% | |
Effective Date | 1/1/2021 | |
Unpaid principal balance | $ 129,405 | 129,405 |
Addition | 0 | |
i2China Management Group LLC [Member] | 8b.20 [Member] | ||
Payment | 0 | |
Accrued Interest | $ 3,922 | |
Due Date | 1/1/2021 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 1/1/2020 | |
Addition | $ 0 | |
consulting fee | $ 84,000 | $ 84,000 |
Current Convertible Notes Pay_4
Current Convertible Notes Payable and Other Notes Payable (Details Narrative) - USD ($) | 6 Months Ended | |||
Mar. 11, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Current Convertible Notes Payable and Other Related Party Notes Payable | ||||
Maturity date | Feb. 28, 2023 | |||
Interest rate per annum | 1.85% | |||
Total interest expense of convertible notes | $ 34,486 | $ 32,775 | ||
Cumulative related accrued interest | 63,159 | $ 28,673 | ||
Principal amount | $ 800,000 | |||
Convertible notes | $ 3,000,000 |
NonCurrent Convertible Notes Pa
NonCurrent Convertible Notes Payable (Details Narrative) - USD ($) | 6 Months Ended | 24 Months Ended | ||||
Jun. 30, 2022 | Dec. 31, 2021 | Apr. 11, 2022 | Mar. 31, 2022 | Mar. 28, 2022 | Mar. 27, 2022 | |
Non-Current Convertible notes payable | $ 27,400,000 | $ 0 | ||||
Total Convertible and other notes payable | $ 26,000,000 | $ 3,505,931 | $ 1,400,000 | |||
Conversion Price Per Shares | $ 0.01 | |||||
Public offering percentage | (80.00%) | |||||
Chih Heng Tsai [Member] | ||||||
Convertible note issued | $ 850,000 | |||||
Yun Han Liao [Member] | ||||||
Convertible note issued | $ 50,000 | |||||
Ase Test Inc. [Member] | ||||||
Convertible note issued | $ 500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||
Mar. 11, 2022 | Jan. 29, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 27, 2022 | Jan. 30, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Apr. 15, 2021 | |
Convertible notes payable to related parties | $ 26,000,000 | $ 1,400,000 | $ 3,505,931 | ||||||
Non-convertible notes payable to related parties | 30,855,931 | 3,505,931 | |||||||
Total assets purchase price | $ 26,000,000 | ||||||||
Purchase price of intangible intellectual property assets | 24,886,023 | ||||||||
Purchase price of equipment | $ 1,113,977 | ||||||||
Product development expenses | 374,170 | $ 0 | |||||||
Accrued payables | $ 179,547 | 65,156 | |||||||
Common stock shares authorized | 300,000,000 | 300,000,000 | |||||||
Maturity date | Feb. 28, 2023 | ||||||||
Ainos KY [Member] | |||||||||
Convertible notes payable to related parties | $ 26,000,000 | ||||||||
Working capital advances convertible note | $ 507,000 | ||||||||
Interest rate | 1.85% | 1.85% | |||||||
Maturity date | Feb. 28, 2023 | ||||||||
Conversion price | $ 0.20 | ||||||||
Working capital advances non-convertible note | $ 800,000 | ||||||||
Ainos KY [Member] | Securities Purchase Agreement [Member] | |||||||||
Share issued, share | 100,000,000 | ||||||||
Share price | $ 0.20 | ||||||||
Common stock shares authorized | 300,000,000 | ||||||||
Ownership percentage | 70.30% | ||||||||
Ase Test Inc. [Member] | |||||||||
Working capital advances convertible note | $ 500,000 | ||||||||
Maturity date | Mar. 30, 2027 | ||||||||
TCNT [Member] | |||||||||
Covid-19 antigen rapid test kits | $ 870,404 | $ 69,509 | |||||||
Account payable | 296,498 | 0 | |||||||
ASE Technology Holding [Member] | |||||||||
Sales of covid-19 antigen rapid test kits | 482,359 | 121,202 | |||||||
Payments in advance | 630,888 | $ 0 | |||||||
Account receivable | $ 28,769 | $ 0 | |||||||
Dr. Stephen T. Chen [Member] | |||||||||
Interest rate | 1.85% | ||||||||
Conversion price | $ 0.25 | ||||||||
Working capital advances convetible notes | $ 69,025 | ||||||||
Working capital advances non-convetible notes | $ 145,395 | ||||||||
Sole non-convertible note interest rate | 0.13% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | |||||
Aug. 08, 2022 | Jul. 28, 2022 | Jun. 30, 2022 | Mar. 27, 2022 | Jan. 30, 2022 | Dec. 31, 2021 | |
Convertible Promissory Note Principal Amount | $ 26,000,000 | $ 1,400,000 | $ 3,505,931 | |||
Ainos KY [Member] | ||||||
Convertible Promissory Note Principal Amount | $ 26,000,000 | |||||
Subsequent Event [Member] | ||||||
Convertible Promissory Note Principal Amount | $ 27,400,000 | |||||
Public offering share | 780,000 | |||||
Share price | $ 4.25 | |||||
Exercise price | $ 4.25 | |||||
Additional share issued | 117,000 | |||||
Gross proceeds from sale of stock | $ 3,316,170 | |||||
Initial Public Offering Price Of The Offering Percentage | 80% | |||||
Initial public offering price | $ 3.40 | |||||
Total common share issued | 8,058,818 | |||||
Subsequent Event [Member] | Ainos KY [Member] | ||||||
Convertible Promissory Note Principal Amount | $ 3,000,000 | |||||
Share price | $ 0.20 | |||||
Stock issued in conversion | 1,014,319 | |||||
Accrued interest | $ 42,959 | |||||
Subsequent Event [Member] | Employees [Member] | ||||||
Restricted stock units issued | 8,000,000 | |||||
Subsequent Event [Member] | Non-Employees Director [Member] | ||||||
Restricted stock units issued | 1,320,000 |