Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 11, 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 | Sep. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 20,011,602 | |
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 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 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,417,147 | $ 1,751,499 |
Inventory | 698,295 | 0 |
Accounts receivable | 400,198 | 0 |
Other current assets | 152,406 | 466,198 |
Total current assets | 3,668,046 | 2,217,697 |
Intangible assets, net | 33,946,391 | 37,329,191 |
Property and equipment, net | 1,350,960 | 1,187,702 |
Other assets | 116,425 | 87,571 |
Total assets | 39,081,822 | 40,822,161 |
Current liabilities: | ||
Convertible notes payable | 376,526 | 3,376,526 |
Notes payable | 884,000 | 213,405 |
Accrued expenses and others current liabilities | 1,382,721 | 1,004,868 |
Payables - related party | 0 | 26,000,000 |
Total current liabilities | 2,643,247 | 30,594,799 |
Long term liabilities: | ||
Operating lease liabilities - noncurrent | 12,505 | 30,255 |
Total liabilities | 2,655,752 | 30,625,054 |
Stockholders' equity | ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued | 0 | 0 |
Common stock, $0.01 par value; 300,000,000 shares authorized as of September 30, 2022 and December 31,2021; 19,478,270 shares and 9,625,133 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 194,783 | 96,251 |
Additional paid-in capital | 58,491,505 | 20,203,972 |
Accumulated deficit | (21,984,598) | (10,108,916) |
Translation adjustment | (275,620) | 5,800 |
Total stockholders' equity | 36,426,070 | 10,197,107 |
Total liabilities and stockholders' equity | $ 39,081,822 | $ 40,822,161 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 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) | 19,478,270 | 9,625,133 |
Common stock, shares outstanding (in shares) | 19,478,270 | 9,625,133 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Condensed Consolidated Statements of Operations (Unaudited) | ||||
Revenues | $ 1,757,774 | $ 363,052 | $ 2,481,602 | $ 568,164 |
Cost of revenues | (1,176,032) | (103,638) | (1,536,074) | (174,395) |
Gross profit | 581,742 | 259,414 | 945,528 | 393,769 |
Operating expenses: | ||||
Research and development expenses | 1,834,786 | 646,798 | 5,047,096 | 646,798 |
Selling, general and administrative expenses | 6,569,227 | 795,958 | 7,748,060 | 2,178,969 |
Total operating expenses | 8,404,013 | 1,442,756 | 12,795,156 | 2,825,767 |
Operating loss | (7,822,271) | (1,183,342) | (11,849,628) | (2,431,998) |
Non-operating income and expenses | ||||
Interest income and expenses, net | (9,821) | 23,517 | (45,304) | (9,361) |
Other income and expenses, net | 10,336 | (285) | 19,250 | (2,532) |
Total non-operating income and expenses, net | 515 | 23,232 | (26,054) | (11,893) |
Net loss | $ (7,821,756) | $ (1,160,110) | $ (11,875,682) | $ (2,443,891) |
Net loss per common shares-basic and diluted | $ (0.51) | $ (0.12) | $ (1.03) | $ (0.48) |
Weighted average common shares outstanding- basic and diluted | 15,301,396 | 9,494,468 | 11,538,013 | 5,061,160 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) | ||||
Net loss | $ (7,821,756) | $ (1,160,110) | $ (11,875,682) | $ (2,443,891) |
Other comprehensive loss: | ||||
Translation adjustment | 57,674 | (6,838) | 281,420 | (6,838) |
Comprehensive loss | $ (7,879,430) | $ (1,153,272) | $ (12,157,102) | $ (2,437,053) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (11,875,682) | $ (2,443,891) |
Adjustments to reconcile net loss to net cash used in operating. activities: | ||
Depreciation and amortization | 3,608,080 | 1,178,693 |
Share-based compensation expense | 6,162,902 | 207,533 |
Stock issued for compensation | 0 | 139,405 |
Loss on disposal of fixed property and equipment | 0 | 2,227 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (400,198) | (44,643) |
Inventory | (698,295) | 2,849 |
Other current assets | 313,792 | (81,921) |
Accrued expenses and other current liabilities | 483,660 | 470,598 |
Net cash used in operating activities | (2,405,741) | (569,150) |
Cash flows from investing activities: | ||
Payments to acquire properties and equipments | (669,792) | (41,581) |
Proceeds from disposal of properties and equipments | 0 | 36 |
Increase in refundable deposits and others | 4,713 | (1,795) |
Net cash used in investing activities | (665,079) | (43,340) |
Cash flows from financing activities: | ||
Payments of lease liabilities | (14,896) | (6,815) |
Proceeds from convertible notes payable-non-current | 1,400,000 | 0 |
Proceeds from convertible notes payable | 0 | 1,232,192 |
Proceeds from notes payable | 800,000 | 0 |
Principal payments on notes payable | (129,405) | 0 |
Net proceeds from Uplisting in Nasdaq | 1,780,204 | 0 |
Proceeds from exercise of share options | 0 | 64,752 |
Net cash provided by financing activities | 3,835,903 | 1,290,129 |
Effect from foreign currency exchange | (99,435) | (7,047) |
Net increase in cash and cash equivalents | 665,648 | 684,686 |
Cash and cash equivalents at beginning of period | 1,751,499 | 22,245 |
Cash and cash equivalents at end of period | 2,417,147 | 706,931 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 1,872 | 9,363 |
Supplemental disclosures of noncash financing and investing activities: | ||
Stock issued for compensation, warrant and option expense | 0 | 346,938 |
Stock issued for acquisition of patents | 0 | 20,000,000 |
Issuance of convertible notes for payables-related party | 26,000,000 | 0 |
Conversion of convertible notes and accrued interest into common stock | 30,442,959 | 0 |
ROU leased assets and obligation | 0 | 62,723 |
Payment to acquire properties and equipments: | ||
Acquisition of property and equipment | 575,567 | 0 |
Increase in prepaid for equipments | 33,776 | 0 |
Decrease in payables for equipments | 60,449 | 0 |
Total payments | $ 669,792 | $ 0 |
Condensed Consolidated Statem_4
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 | 2,804,259 | |||||
Balance, amount at Dec. 31, 2020 | $ (838,278) | $ 0 | $ 28,043 | $ 5,353,933 | $ (6,220,254) | $ 0 |
Issuance of stock for compensation, shares | 13,709 | |||||
Issuance of stock for compensation, amount | 139,405 | 0 | $ 137 | 139,268 | 0 | 0 |
Issuance of stock for acquisition of patents, shares | 6,666,666 | |||||
Issuance of stock for acquisition of patents, amount | 20,000,000 | 0 | $ 66,667 | 19,933,333 | 0 | 0 |
Issuance of stock for option, shares | 11,360 | |||||
Issuance of stock for option, amount | 64,752 | 0 | $ 113 | 64,639 | ||
Share-based compensation | 207,533 | 0 | 0 | 207,533 | 0 | 0 |
Net loss | (2,443,891) | 0 | $ 0 | 0 | (2,443,891) | |
Translation adjustment | 6,838 | 6,838 | ||||
Balance, shares at Sep. 30, 2021 | 9,495,994 | |||||
Balance, amount at Sep. 30, 2021 | 17,136,360 | 0 | $ 94,960 | 25,698,707 | (8,664,145) | 6,838 |
Balance, shares at Jun. 30, 2021 | 9,484,634 | |||||
Balance, amount at Jun. 30, 2021 | 18,205,557 | 0 | $ 94,847 | 25,614,745 | (7,504,035) | 0 |
Issuance of stock for compensation, shares | 11,360 | |||||
Issuance of stock for compensation, amount | 64,752 | 0 | $ 113 | 64,639 | 0 | 0 |
Share-based compensation | 19,322 | 0 | 0 | 19,322 | 0 | 0 |
Net loss | (1,160,110) | 0 | 0 | 0 | (1,160,110) | 0 |
Translation adjustment | 6,838 | 0 | $ 0 | 0 | 0 | 6,838 |
Balance, shares at Sep. 30, 2021 | 9,495,994 | |||||
Balance, amount at Sep. 30, 2021 | 17,136,360 | 0 | $ 94,960 | 25,698,707 | (8,664,145) | 6,838 |
Balance, shares at Dec. 31, 2021 | 9,625,133 | |||||
Balance, amount at Dec. 31, 2021 | 10,197,107 | 0 | $ 96,251 | 20,203,972 | (10,108,916) | 5,800 |
Issuance of stock for compensation, shares | 780,000 | |||||
Issuance of stock for compensation, amount | 1,780,204 | 0 | $ 7,800 | 1,772,404 | 0 | 0 |
Issuance of stock for option, shares | 9,073,137 | |||||
Issuance of stock for option, amount | 30,442,959 | 0 | $ 90,732 | 30,352,227 | 0 | 0 |
Share-based compensation | 6,162,902 | 0 | 0 | 6,162,902 | 0 | 0 |
Net loss | (11,875,682) | 0 | 0 | 0 | (11,875,682) | 0 |
Translation adjustment | $ (281,420) | 0 | $ 0 | 0 | 0 | (281,420) |
Balance, shares at Sep. 30, 2022 | 780,000 | 19,478,270 | ||||
Balance, amount at Sep. 30, 2022 | $ 36,426,070 | 0 | $ 194,783 | 58,491,505 | (21,984,598) | (275,620) |
Balance, shares at Jun. 30, 2022 | 9,625,133 | |||||
Balance, amount at Jun. 30, 2022 | 6,006,320 | 0 | $ 96,251 | 20,290,857 | (14,162,842) | (217,946) |
Issuance of stock for compensation, shares | 780,000 | |||||
Issuance of stock for compensation, amount | 1,780,204 | 0 | $ 7,800 | 1,772,404 | 0 | 0 |
Issuance of stock for option, shares | 9,073,137 | |||||
Issuance of stock for option, amount | 30,442,959 | 0 | $ 90,732 | 30,352,227 | 0 | 0 |
Share-based compensation | 6,076,017 | 0 | 0 | 6,076,017 | 0 | 0 |
Net loss | (7,821,756) | 0 | 0 | 0 | (7,821,756) | 0 |
Translation adjustment | $ (57,674) | 0 | $ 0 | 0 | 0 | (57,674) |
Balance, shares at Sep. 30, 2022 | 780,000 | 19,478,270 | ||||
Balance, amount at Sep. 30, 2022 | $ 36,426,070 | $ 0 | $ 194,783 | $ 58,491,505 | $ (21,984,598) | $ (275,620) |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Business | |
1. Organization and Business | 1. Organization and Business Ainos, Inc., a Texas corporation formerly known as Amarillo Biosciences, Inc. (the “Company”, “we” or “us”), is engaged in developing medical technologies for point-of-care (“POCT”) testing and safe and novel medical treatment for a broad range of disease indications. Since our inception in 1984, we have concentrated our resources on business planning, raising capital, research and clinical development activities for our programs, securing related intellectual property and commercialization of proprietary therapeutics using low-dose non-injectable interferon (“IFN”). In addition to our core IFN technology, we are committed to developing a diversified healthcare business portfolio to include medical devices and consumer healthcare products. Although we have historically been involved in extensive pharmaceutical research and development of low-dose oral interferon as a therapeutic, we are prioritizing the commercialization of medical devices as part of our diversification strategy. Since April 15, 2021, we have acquired significant intellectual property from our majority shareholder, Ainos, Inc., a Cayman Islands corporation (“Ainos KY”), to expand our potential product portfolio into Volatile Organic Compounds (“VOC”) POCTs and COVID-19 POCTs. We expect our underlying intellectual property to enable us to expedite the commercialization of our medical device pipeline, beginning with the Ainos-branded COVID-19 POCT product candidates. |
Underwritten Public Offering
Underwritten Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Underwritten Public Offering | |
2. Underwritten Public Offering | 2. Underwritten Public Offering The Company’s registration statement related to its underwritten public offering (“Offering”) was declared effective on August 8, 2022, and the Company’s common stock and warrants began trading on the Nasdaq Capital Market (“Nasdaq”) on August 9, 2022 under the trading symbols “AIMD” and “AIMDW”, respectively. The Company completed its underwritten public offering of an aggregated 780,000 units at a public offering price of $4.25 per unit. Each unit issued in the offering consisted of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $4.25. In connection with the Offering, the Company’s board of directors on April 29, 2022 and our shareholders on May 16, 2022 approved a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and each series of its redeemable convertible notes to be consummated prior to the effectiveness of the Offering The par value and authorized shares of the Company’s common stock were not adjusted as a result of the Reverse Stock Split. All issued and outstanding common stock, RSUs, warrants and options to purchase common stock and per share amounts contained in the financial statements have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. The Company filed an amended Restated Certificate of Formation with the Secretary of State of Texas on August 8, 2022 that effectuated the Reverse Stock Split. Additional information regarding the Offering and Reverse Stock Split can be found below in Note 5 of the Notes to Financial Statements. |
Basis of presentation
Basis of presentation | 9 Months Ended |
Sep. 30, 2022 | |
Basis of presentation | |
3. Basis of presentation | 3. Basis of presentation The accompanying consolidated financial statements, which should be read in conjunction with the audited financial statements and footnotes included in the Company’s Form 10-K/A for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2022 and the un-audited financial statements and footnotes included in the Company’s Form 10-Q for the quarter ending June 30, 2022 as filed with the SEC on August 15, 2022, have been prepared in accordance with the Generally Accepted Accounting Principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by for audited financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022. |
Financial Condition
Financial Condition | 9 Months Ended |
Sep. 30, 2022 | |
Financial Condition | |
4. Financial Condition | 4. Financial Condition These financial statements have been prepared in accordance with GAAP, on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has generated revenues from sales of COVID-19 antigen test kits since the second quarter of 2021. However, losses are anticipated in the ongoing development of its business and there can be no assurance that the Company will be able to achieve or maintain profitability. The Company’s operations have been funded primarily from related-party convertible debt and equity financings. In addition, the Company received additional funding through the Offering concurrent with an uplisting to the Nasdaq Capital Markets, as described in Note 5. 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. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity | |
5. Stockholders' Equity | 5. Stockholders’ Equity Reverse Stock Split On May 16, 2022 our shareholders approved a reverse stock split proposal and on August 8, 2022 the Board approved a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and each series of its redeemable convertible notes to be consummated prior to the effectiveness of the Company’s underwritten public offering (“Offering”) on August 9, 2022. The par value and authorized shares of the Company’s common stock were not adjusted as a result of the Reverse Stock Split. All issued and outstanding common stock, RSUs, warrants and options to purchase common stock and per share amounts contained in the financial statements have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. The Company filed an amended Restated Certificate of Formation with the Secretary of State of Texas on August 8, 2022 that effectuated the Reverse Stock Split. Preferred Stock We have 10,000,000 shares of preferred stock authorized for issuance. No shares of preferred stock were outstanding as of September 30, 2022. Common Stock As of September 30, 2022, we have 300,000,000 shares of voting common shares authorized for issuance. As of September 30, 2022, a total of 21,959,509 shares of common stock were either issued (19,478,270), or reserved for Company equity incentive plans (1,369,999), conversion of convertible debt to stock (145,066), and shares reserved for warrant conversion (966,174). Underwritten Public Offering The Company’s registration statement related to its underwritten public offering (“Offering”) was declared effective on August 8, 2022, and the Company’s common stock and warrants began trading on the Nasdaq Capital Market (“Nasdaq”) on August 9,2022 under the trading symbols “AIMD” and “AIMDW”, respectively. The Company completed its underwritten public offering of an aggregated 780,000 units at a public offering price of $4.25 per unit. Each unit issued in the offering consisted of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $4.25. The foregoing described warrants may be exercised from February 5, 2023 (181 days from the effective date of our S-1 Registration Statement made effective August 8, 2022, thereafter “Registration Date”) to August 8, 2027 (5 years from the Registration Date). The Company received aggregate net proceeds of approximately $1.8 million after deducting underwriting commissions and legal, accounting, and consulting fees related to the Offering. The Company granted its underwriters a 45-day option to purchase up to an additional 117,000 shares of common stock and/or up to an additional 117,000 warrants at the public offering price to cover over-allotments. The underwriters partially exercised its option to purchase an additional 117,000 warrants at $0.01 per unit for a total of $1,170. In addition, pursuant to an underwriting Agreement, the Company agreed to issue to the Representative of the underwriters, as a portion of the underwriting compensation payable to the Representative, warrants to purchase up to a total of 39,000 shares of Common Stock (the “Representative’s Warrants”). The Representative’s Warrants are exercisable at $4.68 per share, are initially exercisable 180 days after the effective date of the Offering and have a term of five years from their initial exercise date. Pursuant to the customary FINRA rules, the Representative’s Warrants are subject to a lock-up agreement pursuant to which the Representative will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will it engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the effective date of the registration statement referenced below. Upon completion of the Offering, convertible notes outstanding in the principal amount of $30.4 million and accrued interest of $42,959 were automatically converted into 9,073,137 shares of common stock. Additional information regarding the conversion can be found below in Note 7 and Note 8 of the Notes to Financial Statements. We have not paid any dividends to our common stock shareholders to date and have no plans to do so in the immediate future. |
Equity Incentive Plans
Equity Incentive Plans | 9 Months Ended |
Sep. 30, 2022 | |
Equity Incentive Plans | |
6. Equity Incentive Plans | 6. Equity Incentive Plans 2018 Employee Stock Option Plan (the “2018-ESOP”) On September 26, 2018, the Board adopted the Company 2018 Employee Stock Option Plan (the “2018-ESOP”), formerly referred to as the “Amarillo Biosciences, Inc., 2018 Employee Stock Option Plan” in prior filings. The 2018-ESOP provides for the grant of Qualified Incentive Stock Options to the Company’s employees. Qualified options automatically became non-qualified options effective September 26, 2019 and was governed under the 2018-NQSOP described below because the plan was not ratified by our shareholders. The maximum number of shares of common stock authorized under the plan was 66,666 shares. The option price per share of common stock deliverable upon the exercise of an incentive stock option was 100% of the fair market value of a share on the date of grant. The option price is $5.7 per share and the options are exercisable during a period of ten years from the date of grant, where the options vest 20% annually over five years, commencing one year from date of grant. Effective as of October 6, 2021, with the adoption by the Board of the 2021 SIP, no further awards may be granted under the 2018-ESOP. 2018 Officers, Directors, Employees, and Consultants Nonqualified Stock Option Plan (the “2018-NQSOP”) On September 26, 2018, the Board adopted the Company 2018 Officers, Directors, Employees, and Consultants Nonqualified Stock Option Plan (the “2018-NQSOP”), formerly referred to as the “Amarillo Biosciences, Inc., 2018 Officers, Directors, Employees, and Consultants Nonqualified Stock Option Plan” in prior filings. The 2018-NQSOP provides for the grant of nonqualified incentive stock options to employees. The 2018-NQSOP is administered by the Board or by the Compensation Committee as constituted from time to time. The maximum number of shares of common stock which may be issued under the 2018-NQSOP is 266,666 which will be reserved for issuance upon exercise of options. The option price for the nonqualified options is $5.73 exercisable for a period of ten years, with a vesting period of five years at 20% per year commencing one year from date of grant. Effective as of October 6, 2021, with the adoption by the Board of the 2021 SIP, no further awards may be granted under the 2018-NQSOP. As of September 30, 2022, options to acquire 36,666 shares of common stock remained outstanding. 2021 Employee Stock Purchase Plan On September 28, 2021, the Board and on May 16, 2022 our shareholders, respectively, approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP” or “Plan”). The purpose of the 2021 ESPP is to provide an opportunity for eligible employees of the company and its designated companies (as defined in the Plan) to purchase common stock at a discount through voluntary contributions, thereby attracting, retaining and rewarding such persons and strengthening the mutuality of interest between such persons and the Company’s stockholders. The Company intends for offerings under the Plan to qualify as an “employee stock purchase plan” under Section 423 of the Code; provided, that the Plan administrator may also authorize the grant of rights under offerings that are not intended to comply with the requirements of Section 423, pursuant to any rules, procedures, agreements, appendices, or sub-plans adopted by the administrator. Subject to adjustments as provided in the Plan, the maximum number of shares of common stock that may be issued under the Plan may not exceed 50,000 shares. Such shares may be authorized but unissued shares, treasury shares or shares purchased in the open market. The Plan is subject to approval by the Company’s stockholders within twelve months after the date of Board approval. The Plan will become effective on the date that stockholder approval is obtained, and will continue in effect until it expires on the tenth anniversary of the effective date of the Plan, unless terminated earlier. 2021 Stock Incentive Plan On September 28, 2021, the Board and on May 16, 2022 our shareholders, respectively, approved the 2021 Stock Incentive Plan (the “2021 SIP” or “Plan”). The purpose of the 2021 SIP is to provide a means through which the Company, and the other members of the Company Group, defined by Section 2(n) of the Plan as the Company and its subsidiaries, and any other affiliate of the Company designated as a member of the Company Group by the Committee, may attract and retain key personnel, and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company, or be paid incentive compensation measured by reference to the value of common stock, thereby strengthening their commitment to the interests of the Company Group and aligning their interests with those of the Company’s stockholders. The types of awards that may be granted from the Plan include individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Dividend Equivalent Rights and Other Equity-Based Award granted under the Plan. The Plan will be effective upon shareholder approval. The expiration date of the Plan, on and after which date no awards may be granted, will be the tenth anniversary of the date of Board approval of the Plan, provided, however, that such expiration will not affect awards then outstanding, and the terms and conditions of the Plan will continue to apply to such Awards. The aggregate number of shares which may be issued pursuant to awards under the Plan is 1,333,333 shares of Common Stock (the “Plan Share Reserve”), subject to adjustments as provided in the Plan. The number of shares underlying any award granted under 2018 ESOP or 2018 NQSOP (the “Prior Plans”) that expires, terminates or is canceled or forfeited for any reason whatsoever under the terms of the Prior Plans, will increase the Plan Share Reserve. Each Award granted under the Plan will reduce the Plan Share Reserve by the number of shares underlying the award. No more than 666,666 shares may be issued in the aggregate pursuant to the exercise of incentive stock options granted under the Plan. The maximum number of shares subject to awards granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such director during the fiscal year, will not exceed $600,000 in total value (calculating the value of any such awards based on their grant date fair value for financial reporting purposes). On July 28, 2022, the Company granted 533,332 and 88,000 Restricted Stock Units (the “RSUs”), after giving effect to the Reverse Stock Split, under the 2021 SIP to employees and non-employee directors, respectively. The RSUs shall vest in accordance to 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. Restricted Stock Units RSUs entitle the recipient to be paid out an equal number of common stock shares upon vesting. The fair value of RSUs is based on market price of the underlying stock on the date of grant. A summary of the Company’s RSU activity and related information for the nine months ended September 30, 2022 is as follows: Number of RSUs Weighted- Average Grant Date Fair Value Per RSU Balance as of December 31,2021 - $ N/A RSUs granted 621,332 $ 11.10 RSUs vested (533,332 ) $ 11.10 RSUs canceled - $ N/A Balance as of September 30, 2022 88,000 $ 11.10 The aggregate fair value of RSU awards that vested in the three- and nine-month periods ended September 30, 2022 was $1 million. The grant date fair value of awards that vested in the three- and nine-month periods ended September 30, 2022 was $5.9 million. Warrants As of September 30, 2022, following warrants are outstanding: Pursuant to the Offering on August 9, 2022, the Company issued 780,000 units at a public offering price of $4.25 per unit. Each unit issued in the offering consisted of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $4.25. Pursuant to an underwriting agreement, dated August 8, 2022, by and between the Company and Maxim Group LLC (“Maxim”), as representative of the underwriters, Maxim partially exercised the option to purchase 117,000 additional warrants at a price per warrant of $0.01. Pursuant to the underwriting agreement the Company issued representative warrants to the Maxim, as representative of the underwriters, to purchase 39,000 shares of common stock at an exercise price of $4.675, effective from February 5, 2023 until August 8, 2027. On November 25, 2020, the Company issued a warrant to i2China Management Group, LLC, a related party of the Company since August 1, 2021. The warrant entitles the holder to purchase 30,174 shares $3.98 and expires on November 24, 2025. Share-Based Compensation The share-based compensation for the three months ended September 30, 2022 and 2021 were $6,076,017 and $19,322, respectively; and compensation for the nine months ended September 30, 2022 and 2021 were $6,162,902 and $ 207,533, respectively. As of September 30, 2022, the total unrecognized compensation cost related to outstanding RSUs, stock options and warrant was $1,197,230, which the Company expects to recognize over a weighted-average period of 1.61 years. |
Current Convertible Notes Payab
Current Convertible Notes Payable and Other Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Current Convertible Notes Payable and Other Notes Payable | |
7. Current Convertible Notes Payable and Other Notes Payable | 7. Current Convertible Notes Payable and Other Notes Payable As of September 30, 2022, the details of the convertible notes payable and other notes payable are shown in the table below: Payee No. Effective Date Due Date From Effective Following Maturity Conversion Rate Issuing Purpose As of 12/31/2021 Addition Converted/ Payment As of 9/30/2022 Accrued Interest Convertible Notes Payable: Stephen Chen #1.16 1/30/2016 Payable on demand 0.75% N/A $ 2.52 working capital 114,026 - - 114,026 6,479 Stephen Chen #2.16 3/18/2016 Payable on demand 0.65% N/A $ 2.81 working capital 262,500 - - 262,500 11,009 376,526 - - 376,526 17,488 Ainos KY #12.21 4/27/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 15,000 - (15,000) - - Ainos KY #13.21 5/5/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 20,000 - (20,000) - - Ainos KY #14.21 5/25/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 30,000 - (30,000) - - Ainos KY #15.21 5/28/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 35,000 - (35,000) - - Ainos KY #16.21 6/9/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 300,000 - (300,000) - - Ainos KY #17.21 6/21/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 107,000 - (107,000) - - Ainos KY #18.21 7/2/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 54,000 - (54,000) - - Ainos KY #19.21 9/1/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 120,000 - (120,000) - - Ainos KY #20.21 9/28/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 300,000 - (300,000) - - Ainos KY #21.21 11/10/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 50,000 - (50,000) - - Ainos KY #22.21 11/25/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 450,000 - (450,000) - - Ainos KY #23.21 11/29/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 300,000 - (300,000) - - Ainos KY #24.21 12/29/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 1,219,000 - (1,219,000) - - 3,000,000 - (3,000,000) - - Total convertible notes payable- related parties 3,376,526 - (3,000,000) 376,526 17,488 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) - -- Ainos KY #26.22 (2) 3/4/2022 2/28/2023 1.85% N/A N/A working capital - 800,000 - 800,000 8,556 Non-convertible notes payable-related party 129,405 800,000 (129,405) 800,000 8,556 i2 China #8b.20 1/1/2020 1/1/2021 1.85% N/A N/A consulting fee 84,000 - - 84,000 2,473 Non-Convertible Notes payable- non-related party 84,000 - - 84,000 2,473 Total non-convertible notes payable 213,405 800,000 (129,405) 884,000 11,029 Total convertible and non-convertible 3,589,931 800,000 (129,405) 1,260,526 28,517 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 amounted to $3,000,000 in the aggregate. Upon closing of the Offering, the principal and accrued interest were automatically converted into common stock of the Company. (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 current convertible notes payable and accrued interest of Ainos KY as of August 8, 2022 in the aggregate total amount of $3,042,959 were converted to 1,014,319 shares of common stock on August 9, 2022. Information regarding the conversion can be found in Note 5 of the Notes to Financial Statements. As of September 30, 2022 and December 31, 2021, the amount of current convertible and other notes payable totaled $1,260,526 and $3,589,931, respectively. The total interest expense of convertible notes payable and other notes payable for the nine months ended September 30, 2022 and 2021 were $44,674 and $32,775 respectively. The cumulative accrued interest as of September 30, 2022 and December 31, 2021 were $28,517 and $28,673, respectively. |
Non-Current Convertible Notes P
Non-Current Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Non-Current Convertible Notes Payable | |
7. Non-Current Convertible Notes Payable | 8. 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 prepayment was permitted in whole or in part without penalty. The APA Convertible Note was noninterest bearing. 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 were payable in cash on March 30, 2027, although the Company was permitted to prepay the Convertible Notes in whole or in part without penalty. The March 2027 Convertible Notes were non-interest bearing. The non-current convertible notes payable as of August 9, 2022 in the aggregate total amount of $27,400,000 were all converted to 8,058,818 shares of common stock on that day. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
8.Related Party Transactions | 9. 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 6,666,666 shares of common stock at $3 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”). 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 three quarters of 2022 and 2021, Ainos KY provided working capital advances in the form of convertible note and non-convertible note financing in the aggregate amount of $800,000 and $981,000, respectively. As of September 30, 2022 and December 31, 2021, the convertible and non-convertible notes payable to Ainos KY totaled $800,000 and $3,000,000, respectively. Refer to Note 7 for more information. ASE Test, Inc. (the “ASE”), an affiliate of the Company, provided a working capital advance in the form of a convertible note financing in the principal amount of $500,000 in the 2 nd The convertible notes and related accrued interest of Ainos KY and ASE as of August 8, 2022 in the aggregate total amount of $29,542,959 were converted to common stock upon the uplisting to Nasdaq. Refer to Notes 5 for more information. In the first three quarters of 2021, 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 non-convertible note $129,405 was redeemed for cash in the 3rd quarter of 2022. As of September 30, 2022 and December 31, 2021, the convertible and non-convertible notes payable to Dr. Stephen T. Chen were $376,526 and $505,931, respectively. Purchase and Sales Ainos COVID-19 Test Kits Sales and Marketing Agreement with Ainos KY On June 14, 2021, we entered into an exclusive agreement to serve as the master sales and marketing agent for the Ainos COVID-19 Antigen Rapid Test Kit and COVID-19 Nucleic Acid Test Kit with Ainos KY (the “Sales and Marketing Agreement”) which was developed by Taiwan Carbon Nano Technology Corporation (the “TCNT”), an affiliate of the Company. On June 7, 2021, the Taiwan Food and Drug Administration (the “TFDA”) approved emergency use authorization to TCNT for the Ainos COVID-19 Antigen Rapid Test Kit that will be sold and marketed under the “Ainos” brand in Taiwan. On June 21, 2022, we began marketing the Ainos SARS-CoV-2 Antigen Rapid Self-Test (“COVID-19 Antigen Self-Test Kit”) under a separate EUA issued by the TFDA to TCNT on June 13, 2022. As TCNT secures regulatory authorizations from foreign regulatory agencies, the Company expects to partner with regional distributors to promote sales in other strategic markets. 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 $1,603,169 and $173,657 for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, the accounts payable to TCNT were $24,242 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 $1,988,150 and $185,376 for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, the accounts receivable to ASE Technology Holding were $335,799 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 $490,082 and $117,386 for the nine months ended September 30, 2022 and 2021. As of September 30, 2022 and December 31, 2021, the accrued payables were $21,594 and $65,156, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
9. Subsequent Events | 10. Subsequent Events. In accordance with the respective employment agreements entered into by each of the employees, the Company issued 533,332 common stock shares upon settlement and conversion of vested Restricted Stock Units (the “RSUs”) issued under our 2021 Stock Incentive Plan on October 26, 2022. |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity Incentive Plans (Tables) | |
Schedule of Convertible notes payable | Number of RSUs Weighted- Average Grant Date Fair Value Per RSU Balance as of December 31,2021 - $ N/A RSUs granted 621,332 $ 11.10 RSUs vested (533,332 ) $ 11.10 RSUs canceled - $ N/A Balance as of September 30, 2022 88,000 $ 11.10 |
Current Convertible Notes Pay_2
Current Convertible Notes Payable and Other Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Current Convertible Notes Payable and Other Notes Payable | |
Schedule of Current Convertible notes payable | Payee No. Effective Date Due Date From Effective Following Maturity Conversion Rate Issuing Purpose As of 12/31/2021 Addition Converted/ Payment As of 9/30/2022 Accrued Interest Convertible Notes Payable: Stephen Chen #1.16 1/30/2016 Payable on demand 0.75% N/A $ 2.52 working capital 114,026 - - 114,026 6,479 Stephen Chen #2.16 3/18/2016 Payable on demand 0.65% N/A $ 2.81 working capital 262,500 - - 262,500 11,009 376,526 - - 376,526 17,488 Ainos KY #12.21 4/27/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 15,000 - (15,000) - - Ainos KY #13.21 5/5/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 20,000 - (20,000) - - Ainos KY #14.21 5/25/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 30,000 - (30,000) - - Ainos KY #15.21 5/28/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 35,000 - (35,000) - - Ainos KY #16.21 6/9/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 300,000 - (300,000) - - Ainos KY #17.21 6/21/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 107,000 - (107,000) - - Ainos KY #18.21 7/2/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 54,000 - (54,000) - - Ainos KY #19.21 9/1/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 120,000 - (120,000) - - Ainos KY #20.21 9/28/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 300,000 - (300,000) - - Ainos KY #21.21 11/10/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 50,000 - (50,000) - - Ainos KY #22.21 11/25/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 450,000 - (450,000) - - Ainos KY #23.21 11/29/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 300,000 - (300,000) - - Ainos KY #24.21 12/29/2021 2/28/2023 (1) 1.85% N/A $ 3.00 working capital 1,219,000 - (1,219,000) - - 3,000,000 - (3,000,000) - - Total convertible notes payable- related parties 3,376,526 - (3,000,000) 376,526 17,488 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) - -- Ainos KY #26.22 (2) 3/4/2022 2/28/2023 1.85% N/A N/A working capital - 800,000 - 800,000 8,556 Non-convertible notes payable-related party 129,405 800,000 (129,405) 800,000 8,556 i2 China #8b.20 1/1/2020 1/1/2021 1.85% N/A N/A consulting fee 84,000 - - 84,000 2,473 Non-Convertible Notes payable- non-related party 84,000 - - 84,000 2,473 Total non-convertible notes payable 213,405 800,000 (129,405) 884,000 11,029 Total convertible and non-convertible 3,589,931 800,000 (129,405) 1,260,526 28,517 |
Underwritten Public Offering (D
Underwritten Public Offering (Details Narrative) $ in Thousands | Sep. 30, 2022 USD ($) shares |
Underwritten Public Offering | |
Exercise price of share | $ 425 |
Warrants Issued | shares | 780,000 |
Public offering price | $ 425 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 30, 2021 | Apr. 15, 2021 | |
Net proceeds Underwriting commissions | $ 1,800,000 | |||
Convertible debt | $ 145,066 | |||
Warrant conversion | 966,174 | |||
Conversion Price Per Shares | $ 4.68 | |||
Common shares Authoreised | 300,000,000 | 300,000,000 | ||
Preferred stock | 0 | 0 | ||
CommonStock SHARES Issued | 19,478,270 | 9,625,133 | 6,666,666 | |
Common Stock | ||||
Accrued interest | $ 42,959 | |||
Common shares Authoreised | 300,000,000 | |||
Discription | underwritten public offering (“Offering”) was declared effective on August 8, 2022, and the Company’s common stock and warrants began trading on the Nasdaq Capital Market (“Nasdaq”) on August 9,2022 under the trading symbols “AIMD” and “AIMDW”, respectively. The Company completed its underwritten public offering of an aggregated 780,000 units at a public offering price of $4.25 per unit. Each unit issued in the offering consisted of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $4.25. The foregoing described warrants may be exercised from February 5, 2023 (181 days from the effective date of our S-1 Registration Statement made effective August 8, 2022, thereafter “Registration Date” | underwriters a 45-day option to purchase up to an additional 117,000 shares of common stock and/or up to an additional 117,000 warrants at the public offering price to cover over-allotments. The underwriters partially exercised its option to purchase an additional 117,000 warrants at $0.01 per unit for a total of $1,170. In addition, pursuant to an underwriting Agreement, the Company agreed to issue to the Representative of the underwriters, as a portion of the underwriting compensation payable to the Representative, warrants to purchase up to a total of 39,000 shares of Common Stock (the “Representative’s Warrants”) | ||
Principal amount | $ 30,400,000 | |||
Converted of shares | 9,073,137 | |||
Preferred Stock | ||||
Preferred stock | 10,000,000 | |||
CommonStock SHARES Issued | 19,478,270 | |||
Shares issued | 21,959,509 | |||
Reserve for equity | $ 1,369,999 |
Equity Incentive Plans (Details
Equity Incentive Plans (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number Of RSUs [Member] | |
Beginning Balance | shares | 0 |
RSUs granted | shares | 621,332 |
RSUs vested | shares | (533,332) |
RSUs canceled | shares | 0 |
Ending balance | shares | 88,000 |
Weighted average grant [Member] | |
Beginning Balance | $ / shares | $ 0 |
RSUs granted | $ / shares | 11.10 |
RSUs vested | $ / shares | 11.10 |
RSUs canceled | $ / shares | 0 |
Ending balance | $ / shares | $ 11.10 |
Equity Incentive plans (Detai_2
Equity Incentive plans (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 26, 2021 | Nov. 25, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 26, 2018 | Aug. 08, 2022 | Dec. 30, 2021 | Sep. 28, 2021 | Apr. 15, 2021 | Sep. 26, 2019 | |
Share based compensation | $ 6,076,017 | $ 19,322 | $ 6,162,902 | $ 207,533 | ||||||||
Aggregate fair value of RSU | 1,000,000 | 1,000,000 | ||||||||||
Stock based compensation | 6,162,902 | 207,533 | ||||||||||
Unrecognised stock options and warrants | 1,197,230 | $ 1,197,230 | ||||||||||
Weighted average period | 2 years 2 months 27 days | |||||||||||
Maturity date | 1 year 7 months 10 days | |||||||||||
Grant date fair value | $ 5,900,000 | $ 5,900,000 | ||||||||||
Aggregate number of common shares issued | 19,478,270 | 19,478,270 | 9,625,133 | 6,666,666 | ||||||||
Common stock shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||
Warrants Issued | 780,000 | 780,000 | ||||||||||
Public offering price | $ 425,000 | $ 425,000 | ||||||||||
Exercise price of share | $ 425,000 | $ 425,000 | ||||||||||
Warrants [Member] | ||||||||||||
Warrants Issued | 780,000 | 780,000 | ||||||||||
Public offering price | $ 425,000 | $ 425,000 | ||||||||||
Exercised the option to purchase additional warrants | $ 117,000 | |||||||||||
Price of per warrant | $ 3.98 | $ 0.01 | ||||||||||
Purchase shares of common stock | $ 30,174 | $ 39,000 | ||||||||||
Exercise price of share | $ 467,500 | 425,000 | 425,000 | |||||||||
Expiry date | November 24, 2025 | |||||||||||
2018-NQSOP | ||||||||||||
Options exercisable term period | 10 years | |||||||||||
Number of shares of common stock issued | 266,666 | |||||||||||
Vesting period | 5 years | |||||||||||
Vesting Percentage | 20% | |||||||||||
Options to acquire common stock outstanding | 36,666 | $ 36,666 | ||||||||||
Price of an option | $ 5.73 | |||||||||||
2018-ESOP | ||||||||||||
Price of an option | $ 5.7 | |||||||||||
Exercise of an incentive stock plan | 100% | |||||||||||
Common stock shares authorized | 66,666 | |||||||||||
Option vesting | 20% | |||||||||||
2021 Employee Stock Purchase Plan | ||||||||||||
Number of shares of common stock issued | 50,000 | |||||||||||
2021 Stock Incentive Plan Member | ||||||||||||
Restricted stock units | $ 88,000 | $ 0 | ||||||||||
Aggregate number of common shares issued | 1,333,333 | |||||||||||
Limitation of shares issued | $ 666,666 | |||||||||||
Total value of share issued | 600,000 | |||||||||||
Warrants Issued | 533,332 | 533,332 |
Current Convertible Notes Pay_3
Current Convertible Notes Payable and Other Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Non-convertible notes payable-related party | ||
Accrued Interest | $ 8,556 | |
Unpaid principal balance | $ 129,405 | 129,405 |
Payment | (129,405) | |
Addition | 800,000 | |
Total convertible notes payable- related parties | ||
Accrued Interest | 17,488 | |
Unpaid principal balance | 376,526 | 3,376,526 |
Payment | (3,000,000) | |
Addition | 0 | |
Non-Convertible Notes payable- non-related party | ||
Accrued Interest | 2,473 | |
Unpaid principal balance | 84,000 | 84,000 |
Payment | 0 | |
Addition | 0 | |
Total non-convertible notes payable | ||
Accrued Interest | 11,029 | |
Unpaid principal balance | 884,000 | 213,405 |
Payment | (129,405) | |
Addition | 0 | |
Total convertible and non-convertible | ||
Accrued Interest | 28,517 | |
Unpaid principal balance | 1,260,526 | 3,589,931 |
Payment | (129,405) | |
Addition | $ 800,000 | |
12.21 [Member] | Ainos KY [Member] | ||
Accrued Interest | 0 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 4/27/2021 | |
Unpaid principal balance | $ 0 | 15,000 |
Conversion rate | $ 3 | |
Payment | $ (15,000) | |
Addition | $ 0 | |
13.21 [Member] | Ainos KY [Member] | ||
Accrued Interest | 0 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 5/5/2021 | |
Unpaid principal balance | $ 0 | 20,000 |
Conversion rate | $ 3 | |
Payment | $ (20,000) | |
Addition | $ 0 | |
14.21 [Member] | Ainos KY [Member] | ||
Accrued Interest | 0 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 5/25/2021 | |
Unpaid principal balance | $ 0 | 30,000 |
Conversion rate | $ 3 | |
Payment | $ (30,000) | |
Addition | $ 0 | |
15.21 [Member] | Ainos KY [Member] | ||
Accrued Interest | 0 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 5/28/2021 | |
Unpaid principal balance | 35,000 | |
Conversion rate | $ 3 | |
Payment | $ (35,000) | |
Addition | $ 0 | |
16.21 [Member] | Ainos KY [Member] | ||
Accrued Interest | 0 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 6/9/2021 | |
Unpaid principal balance | $ 0 | 300,000 |
Conversion rate | $ 3 | |
Payment | $ (300,000) | |
Addition | $ 0 | |
17.21 [Member] | Ainos KY [Member] | ||
Accrued Interest | 0 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 6/21/2021 | |
Unpaid principal balance | $ 0 | 107,000 |
Conversion rate | $ 3 | |
Payment | $ (107,000) | |
Addition | $ 0 | |
18.21 [Member] | Ainos KY [Member] | ||
Accrued Interest | 0 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 7/2/2021 | |
Unpaid principal balance | $ 0 | 54,000 |
Payment | (54,000) | |
Addition | $ 0 | |
Conversion Note | $ 3 | |
19.21 [Member] | Ainos KY [Member] | ||
Accrued Interest | 0 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 9/1/2021 | |
Unpaid principal balance | 120,000 | |
Payment | $ (120,000) | |
Addition | $ 0 | |
Conversion Note | $ 3 | |
20.21 [Member] | Ainos KY [Member] | ||
Accrued Interest | 0 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 9/28/2021 | |
Unpaid principal balance | 300,000 | |
Payment | $ (300,000) | |
Addition | $ 0 | |
Conversion Note | $ 3 | |
21.21 [Member] | Ainos KY [Member] | ||
Accrued Interest | 0 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 11/10/2021 | |
Unpaid principal balance | 50,000 | |
Conversion rate | $ 3 | |
Payment | $ (50,000) | |
Addition | $ 0 | |
22.21[Member] | Ainos KY [Member] | ||
Accrued Interest | 0 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 11/25/2021 | |
Unpaid principal balance | 450,000 | |
Conversion rate | $ 3 | |
Payment | $ (450,000) | |
Addition | $ 0 | |
23.21[Member] | Ainos KY [Member] | ||
Accrued Interest | 0 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 11/29/2021 | |
Unpaid principal balance | $ 0 | 300,000 |
Conversion rate | $ 3 | |
Payment | $ (300,000) | |
Addition | $ 0 | |
24.21[Member] | Ainos KY [Member] | ||
Accrued Interest | 0 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 12/29/2021 | |
Unpaid principal balance | $ 0 | 1,219,000 |
Conversion rate | $ 3 | |
Payment | $ 1,219,000 | |
Addition | 0 | |
Total [Member] | Ainos KY [Member] | ||
Accrued Interest | 17,488 | |
Unpaid principal balance | 376,526 | 3,376,526 |
Payment | 0 | 0 |
Addition | 0 | 800,000 |
Convertible and other notes payable- related parties | $ 3,000,000 | 3,000,000 |
26.22 [Member] | Ainos KY [Member] | ||
Accrued Interest | 8,556 | |
Due Date | 2/28/2023 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 3/4/2022 | |
Unpaid principal balance | $ 800,000 | 800,000 |
Addition | 0 | |
Dr. Stephen T. Chen [Member] | ||
Accrued Interest | 17,488 | |
Unpaid principal balance | 376,526 | 376,526 |
Payment | 0 | |
Addition | $ 0 | |
Dr. Stephen T. Chen [Member] | 1.16 [Member] | ||
Accrued Interest | 6,479 | |
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 | $ 2.52 | |
Dr. Stephen T. Chen [Member] | 2.16 [Member] | ||
Accrued Interest | 11,009 | |
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 | $ 2.81 | |
StephenChen | ||
Accrued Interest | 312 | |
Due Date | 4/14/2021 | |
Annual interest rate, From effective | 0.13% | |
Effective Date | 1/1/2021 | |
Unpaid principal balance | $ 0 | 129,405 |
StephenChen | 9.21 [Member] | ||
Accrued Interest | 0 | |
Due Date | 4/14/2021 | |
Annual interest rate, From effective | 0.13% | |
Effective Date | 1/1/2021 | |
Unpaid principal balance | $ 0 | 129,405 |
Payment | $ (129,405) | |
i2China Management Group LLC [Member] | 8b.20 [Member] | ||
Accrued Interest | 2,473 | |
Due Date | 1/1/2021 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 1/1/2020 | |
Unpaid principal balance | $ 84,000 | 84,000 |
Payment | $ 48,000 | |
i2 China | ||
Accrued Interest | $ 2,473 | |
Due Date | 1/1/2021 | |
Annual interest rate, From effective | 1.85% | |
Effective Date | 1/1/2020 | |
Unpaid principal balance | $ 84,000 |
Current Convertible Notes Pay_4
Current Convertible Notes Payable and Other Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | |||||||
Sep. 30, 2022 | Sep. 30, 2021 | Aug. 09, 2022 | Aug. 08, 2022 | Mar. 27, 2022 | Mar. 17, 2022 | Mar. 11, 2022 | Dec. 31, 2021 | |
Current Convertible Notes Payable and Other Notes Payable | ||||||||
Converted shares of common stock | $ 1,014,319 | |||||||
Principal amount of non convertible note | $ 26,000,000 | $ 1,400,000 | $ 800,000 | |||||
Interest on unpaid principal and accrued interst | 1.85% | |||||||
Other notes payable | $ 1,260,526 | $ 3,042,959 | $ 3,589,931 | |||||
Interest expense | 44,674 | $ 32,775 | ||||||
Cumulative accrued interest | $ 28,517 | $ 28,673 | ||||||
Unpaid principal of promissory note | $ 3,000,000 |
NonCurrent Convertible Notes Pa
NonCurrent Convertible Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | |||||
Sep. 30, 2022 | Apr. 11, 2022 | Mar. 31, 2022 | Mar. 28, 2022 | Mar. 27, 2022 | Mar. 11, 2022 | |
Non-Current Convertible notes payable | $ 27,400,000 | |||||
Common stock shares | 8,058,818 | |||||
Total Convertible and other notes payable | $ 26,000,000 | $ 1,400,000 | $ 800,000 | |||
Yun Han Liao [Member] | ||||||
Convertible note issued | $ 50,000 | |||||
Chih Heng Tsai [Member] | ||||||
Convertible note issued | $ 850,000 | |||||
Ase Test Inc. [Member] | ||||||
Convertible note issued | $ 500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 30, 2021 | Apr. 15, 2021 | |
Aggregate number of common shares issued | 19,478,270 | 19,478,270 | 9,625,133 | 6,666,666 | |||
Common stock shares issued price per share | $ 3 | ||||||
common stock shares authorized | 300,000,000 | ||||||
Issued and outstanding shares of common stock ownership percentage | 70.30% | ||||||
Assets purchase agrement | $ 26,000,000 | $ 26,000,000 | |||||
Development expenses | 1,834,786 | $ 646,798 | 5,047,096 | $ 646,798 | |||
Property assets | 39,081,822 | 39,081,822 | $ 40,822,161 | ||||
Accounts receivable | 400,198 | 400,198 | 0 | ||||
Ainos COVID-19 Test Kits Sales and Marketing Agreement with Ainos KY | |||||||
Totaling | 1,603,169 | 173,657 | |||||
Accounts payable | 24,242 | 24,242 | 0 | ||||
Product Co-development Agreement [Member] | |||||||
Assets purchase agrement | 29,542,959 | 29,542,959 | |||||
Convertible | 800,000 | 800,000 | 981,000 | ||||
Development expenses | 490,082 | 117,386 | |||||
Accrued payables | 21,594 | 21,594 | 65,156 | ||||
Property assets | 24,886,023 | 24,886,023 | |||||
Equipment | 1,113,977 | 1,113,977 | |||||
Notes payble | 376,526 | $ 505,931 | 376,526 | 505,931 | |||
Convertible note | 69,025 | 69,025 | 145,395 | ||||
Non convertivle notes payble | 129,405 | 129,405 | |||||
COVID-19 Antigen Rapid Test Kits Sales | |||||||
Totaling | 1,988,150 | $ 185,376 | |||||
Accounts receivable | 335,799 | 335,799 | 0 | ||||
Ase Test Inc. [Member] | |||||||
Assets purchase agrement | 26,000,000 | 26,000,000 | |||||
Convertible | 800,000 | 800,000 | $ 3,000,000 | ||||
Principal amount | $ 500,000 | $ 500,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares | Oct. 26, 2022 | Sep. 30, 2022 | Dec. 30, 2021 | Apr. 15, 2021 |
Aggregate number of common shares issued | 19,478,270 | 9,625,133 | 6,666,666 | |
Subsequent Event [Member] | ||||
Aggregate number of common shares issued | 533,332 |