Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Document Information Line Items | ||
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, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 20,292,624 | |
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 State Or Province | CA | |
Entity Address Postal Zip Code | 92108 | |
City Area Code | 858 | |
Local Phone Number | 869-2986 | |
Entity Address City Or Town | San Diego | |
Common Stock And Share [Member] | ||
Document Information Line Items | ||
Security 12b Title | Common Stock, par value $0.01 per share | |
Trading Symbol | AIMD | |
Security Exchange Name | NASDAQ | |
Warrants To Purchase Common Stock [Member] | ||
Document Information Line Items | ||
Security 12b Title | Warrants to purchase Common Stock | |
Trading Symbol | AIMDW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Balance Sheets | ||
Cash and cash equivalents | $ 1,360,970 | $ 1,853,362 |
Accounts receivable (including amounts of related party of nil and $177,595 as of June 30, 2023 and December 31,2022, respectively) | 9,385 | 201,546 |
Inventory, net | 528,114 | 595,222 |
Other current assets | 241,230 | 195,787 |
Total current assets | 2,139,699 | 2,845,917 |
Intangible assets, net | 30,564,203 | 32,806,738 |
Property and equipment, net | 1,269,331 | 1,375,676 |
Other assets | 73,169 | 80,683 |
Total assets | 34,046,402 | 37,109,014 |
Convertible notes payable, related party | 0 | 376,526 |
Other notes payable, related party | 684,000 | 884,000 |
Accrued expenses and others current liabilities | 429,503 | 1,212,386 |
Total current liabilities | 1,113,503 | 2,472,912 |
Convertible notes payable (including amounts of related party of $1,500,000 and nil as of June 30, 2023 and December 31, 2022, respectively) | 2,500,000 | 0 |
Other long-term liabilities | 37,562 | 8,096 |
Total liabilities | 3,651,065 | 2,481,008 |
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued | ||
Common stock, $0.01 par value; 300,000,000 shares authorized as of June 30, 2023 and December 31, 2022, 20,292,624 and 20,011,602 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 202,926 | 200,116 |
Additional paid-in capital | 59,423,678 | 58,745,149 |
Accumulated deficit | (28,985,808) | (24,115,606) |
Translation adjustment | (245,459) | (201,653) |
Total stockholders' equity | 30,395,337 | 34,628,006 |
Total liabilities and stockholders' equity | $ 34,046,402 | $ 37,109,014 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, par value (in dollars per share)B2 | 10,000,000 | 10,000,000 |
Accounts receivable | $ 177,595 | $ 177,595 |
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) | 20,292,624 | 20,292,624 |
Common stock, shares outstanding (in shares) | 20,011,602 | 20,011,602 |
Convertible notes payable | $ 1,500,000 | $ 1,500,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Condensed Statements of Operations (Unaudited) | ||||
Revenues | $ 28,555 | $ 636,627 | $ 77,719 | $ 723,828 |
Cost of revenues | (55,817) | (318,963) | (156,665) | (360,042) |
Gross (loss) profit | (27,262) | 317,664 | (78,946) | 363,786 |
Operating expenses: | ||||
Research and development expenses | 1,671,187 | 1,634,856 | 3,370,070 | 3,212,310 |
Selling, general and administrative expenses | 618,149 | 627,104 | 1,380,614 | 1,178,834 |
Total operating expenses | 2,289,336 | 2,261,960 | 4,750,684 | 4,391,144 |
Loss from operations | (2,316,598) | (1,944,296) | (4,829,630) | (4,027,358) |
Non-operating income (expenses), net: | ||||
Interest expense | (40,311) | (18,796) | (49,585) | (35,483) |
Other income, net | 7,182 | 9,060 | 9,013 | 8,914 |
Total non-operating expenses, net | (33,129) | (9,736) | (40,572) | (26,569) |
Net loss before income taxes | (2,349,727) | (1,954,032) | (4,870,202) | (4,053,927) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (2,349,727) | $ (1,954,032) | $ (4,870,202) | $ (4,053,927) |
Net loss per common share - basic and diluted | $ (0.12) | $ (0.20) | $ (0.24) | $ (0.42) |
Weighted-average shares used in computing net loss per common share-basic and diluted | 20,095,705 | 9,625,133 | 20,053,886 | 9,625,133 |
Condensed Statements of Compreh
Condensed Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Condensed Statements of Comprehensive Loss (Unaudited) | ||||
Net loss | $ (2,349,727) | $ (1,954,032) | $ (4,870,202) | $ (4,053,927) |
Other comprehensive loss: | ||||
Translation adjustment | (53,867) | (165,687) | (43,806) | (223,746) |
Comprehensive loss | $ (2,403,594) | $ (2,119,719) | $ (4,914,008) | $ (4,277,673) |
Condensed Statements of Stockho
Condensed Statements of Stockholders Equity (Unaudited) - USD ($) | Total | Common Stock | Preferred Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated other comprehensive loss |
Balance, shares at Dec. 31, 2021 | 9,625,133 | |||||
Balance, amount at Dec. 31, 2021 | $ 10,197,107 | $ 96,251 | $ 0 | $ 20,203,972 | $ (10,108,916) | $ 5,800 |
Share-based compensation | 86,886 | 0 | 0 | 86,886 | 0 | 0 |
Net loss | (4,053,927) | $ 0 | 0 | 0 | (4,053,927) | 0 |
Translation adjustment | (223,746) | 0 | 0 | 0 | (223,746) | |
Balance, shares at Jun. 30, 2022 | 9,625,133 | |||||
Balance, amount at Jun. 30, 2022 | 6,006,320 | $ 96,251 | 0 | 20,290,858 | (14,162,843) | (217,946) |
Balance, shares at Mar. 31, 2022 | 9,625,133 | |||||
Balance, amount at Mar. 31, 2022 | 8,082,596 | $ 96,251 | 0 | 20,247,415 | (12,208,811) | (52,259) |
Share-based compensation | 43,443 | 0 | 0 | 43,443 | 0 | 0 |
Net loss | (1,954,032) | 0 | 0 | 0 | (1,954,032) | 0 |
Translation adjustment | (165,687) | $ 0 | 0 | 0 | 0 | (165,687) |
Balance, shares at Jun. 30, 2022 | 9,625,133 | |||||
Balance, amount at Jun. 30, 2022 | 6,006,320 | $ 96,251 | 0 | 20,290,858 | (14,162,843) | (217,946) |
Balance, shares at Dec. 31, 2022 | 20,011,602 | |||||
Balance, amount at Dec. 31, 2022 | 34,628,006 | $ 200,116 | 0 | 58,745,149 | (24,115,606) | (201,653) |
Share-based compensation | 357,991 | 0 | 0 | 357,991 | 0 | 0 |
Net loss | (4,870,202) | 0 | 0 | 0 | (4,870,202) | 0 |
Translation adjustment | (43,806) | $ 0 | 0 | 0 | 0 | (43,806) |
Issuance of stock in exchange of vehicle, shares | 61,157 | |||||
Issuance of stock in exchange of vehicle, amount | 48,559 | $ 612 | 0 | 47,947 | 0 | 0 |
Conversion of convertible notes payable to common stock, shares | 93,333 | |||||
Conversion of convertible notes payable to common stock, amount | 274,789 | $ 933 | 0 | 273,856 | 0 | 0 |
Issuance of stock to settle vested RSUs, shares | 126,532 | |||||
Issuance of stock to settle vested RSUs, amount | 0 | $ 1,265 | 0 | (1,265) | 0 | 0 |
Balance, shares at Jun. 30, 2023 | 20,292,624 | |||||
Balance, amount at Jun. 30, 2023 | 30,395,337 | $ 202,926 | 0 | 59,423,678 | (28,985,808) | (245,459) |
Balance, shares at Mar. 31, 2023 | 20,011,602 | |||||
Balance, amount at Mar. 31, 2023 | 32,338,424 | $ 200,116 | 0 | 58,965,981 | (26,636,081) | (191,592) |
Share-based compensation | 137,159 | 0 | 0 | 137,159 | 0 | 0 |
Net loss | (2,349,727) | 0 | 0 | 0 | (2,349,727) | 0 |
Translation adjustment | (53,867) | $ 0 | 0 | 0 | 0 | (53,867) |
Issuance of stock in exchange of vehicle, shares | 61,157 | |||||
Issuance of stock in exchange of vehicle, amount | 48,559 | $ 612 | 0 | 47,947 | 0 | 0 |
Conversion of convertible notes payable to common stock, shares | 93,333 | |||||
Conversion of convertible notes payable to common stock, amount | 274,789 | $ 933 | 0 | 273,856 | 0 | 0 |
Issuance of stock to settle vested RSUs, shares | 126,532 | |||||
Issuance of stock to settle vested RSUs, amount | 0 | $ 1,265 | 0 | (1,265) | 0 | 0 |
Balance, shares at Jun. 30, 2023 | 20,292,624 | |||||
Balance, amount at Jun. 30, 2023 | $ 30,395,337 | $ 202,926 | $ 0 | $ 59,423,678 | $ (28,985,808) | $ (245,459) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ 4,870,202 | $ 4,053,927 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,423,274 | 2,378,835 |
Loss on inventory write-downs | 57,474 | 0 |
Share-based compensation expense | 357,991 | 86,886 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 192,161 | (29,881) |
Inventory | 10,814 | 670,507 |
Other current assets | 55,990 | 775,909 |
Accrued expenses and other current and long-term liabilities | (684,372) | 838,484 |
Operating lease liabilities | (9,603) | (10,125) |
Contract liabilities | 0 | 606,866 |
Net cash used in operating activities | (2,578,453) | (1,629,278) |
Cash flows from investing activities: | ||
Purchase of property and equipment | 71,262 | 424,557 |
Net cash used in investing activities | (71,262) | (424,557) |
Cash flows from financing activities | ||
Proceeds from convertible notes payable | 1,000,000 | 850,000 |
Proceeds from convertible notes payable, related party | 1,500,000 | 550,000 |
Proceeds from other notes payable, related party | 0 | 800,000 |
Repayments of convertible notes payable, related party | (114,026) | 0 |
Repayments of other notes payable, related party | (200,000) | 0 |
Net cash provided by financing activities | 2,185,974 | 2,200,000 |
Effect from foreign currency exchange | (28,651) | (143,787) |
Net (decrease) increase in cash and cash equivalents | (492,392) | 2,378 |
Cash and cash equivalents at beginning of period | 1,853,362 | 1,751,499 |
Cash and cash equivalents at end of period | 1,360,970 | 1,753,877 |
Supplemental cash flow information: | ||
Cash paid for interest | 3,122 | 0 |
Noncash financing and investing activities | ||
Purchase of equipment and intangible assets by issuing convertible notes payable to a related party | 0 | 26,000,000 |
Conversion of convertible notes payable to common stock and accrued interest waived by convertible note holders | 274,789 | 0 |
Issuance of common stock in exchange of vehicle | 48,559 | 0 |
Payable for purchase of equipment | $ 0 | $ 117,185 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Description of Business | |
Description of Business | 1. Description of Business Organization and Business Ainos, Inc. (the “Company”), incorporated in the State of Texas, is a diversified healthcare company focused on the development of novel point-of-care testing (POCT), therapeutics based on very low-dose interferon alpha (VELDONA), and synthetic RNA-driven preventative medicine. Our products include VELDONA clinical-stage human therapeutics, VELDONA Pet cytoprotein supplements, and telehealth-friendly POCTs powered by AI Nose technology platform. The Company’s POCT platforms aim to provide connected, rapid and convenient testing of a broad range of health conditions. Building on its extensive research and development on VELDONA, the Company is focused on commercializing a suite of VELDONA-based products including VELDONA Pet cytoprotein supplements and VELDONA therapeutics for humans. In 2021 and 2022, the Company acquired intellectual property from controlling shareholder, Ainos Inc., a Cayman Islands corporation (“Ainos KY”), and continues to expand its product portfolio into POCTs. Pivoting from the sales of COVID-19 POCT, the Company is commercializing POCTs that detect volatile organic compounds (VOC) emitted by the body, powered by the Company’s AI Nose technology platform. The Company’s lead VOC POCT candidate, Ainos Flora, aims to quickly and easily tests female vaginal health and certain common sexually transmitted infections (STIs). Underwritten Public Offering The Company’s registration statement related to its underwritten public offering (the “Offering”) was declared effective on August 8, 2022, and the Company’s common stock and warrants began trading on the Nasdaq Capital Market (the “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 its shareholders on May 16, 2022 approved a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock prior to the effective date 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, restricted stock units (RSUs), outstanding convertible notes, 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 a Certificate of Amendment to its Restated Certificate of Formation with the Secretary of State of Texas on August 8, 2022 that effectuated the Reverse Stock Split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (the “GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited financial statements as of and for the year ended December 31, 2022 contained in the Annual Report on Form 10-K filed with the SEC on April 3, 2023. In the opinion of management, the accompanying condensed financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2023, or any other period. There have been no material changes to the Company’s significant accounting policies as described in the audited financial statements as of December 31, 2022. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosures as of the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on various factors, including historical experience, and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Significant items subject to estimates and assumptions include useful lives of property and equipment, valuation of stock option and warrants, and impairment testing of intangible assets. Actual results may differ from these estimates. Liquidity As of June 30, 2023, the Company had cash and cash equivalents of $1,360,970. The Company plans to finance its operations and development needs with its existing cash and cash equivalents, additional equity and/or debt financing arrangements, and expected revenue primarily from the sale of VELDONA Pet cytoprotein supplements to support the Company’s clinical trial activities, largely in connection with Ainos Flora and VELDONA therapeutics for humans. There can be no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis, or at all. If the Company is not able to obtain sufficient funds on acceptable terms when needed, the Company’s business, results of operations, and financial condition could be materially adversely impacted. For the six months ended June 30, 2023, the Company generated a net loss of $4,870,202. The Company expects to continue incurring development expenses for the next twelve months as the Company advances Ainos Flora and VELDONA therapeutics for humans through clinical development until regulatory approval is received and the sales and marketing of the products are authorized. The financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net operating losses in every year since inception and has an accumulated deficit as of June 30, 2023 of $28,985,808 and expects to incur additional losses and negative operating cash flows for at least the next twelve months. The Company’s ability to meet its obligations is dependent upon its ability to generate sufficient cash flows from operations and future financing transactions. Although management expects the Company will continue as a going concern, there is no assurance that management’s plans will be successful since the availability and amount of such funding is not certain. Accordingly, substantial doubt exists about the Company’s ability to continue as a going concern for at least one year from the issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information prepared on the basis of accounting policy disclosed in its annual financial statement for purposes of making operating decisions, allocating resources, and evaluating financial performance of the Company. As such, the Company has determined that it operates as one operating segment. Impairment of Intangible Assets The Company reviews its definite-lived intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the carrying value of the asset or asset group. If impairment exists, the assets are written down to their estimated fair value. No impairment of definite-lived intangible and long-lived assets was recorded for the three and six months ended June 30, 2023 and 2022. Recent Accounting Pronouncements Adopted On January 1, 2023, the Company adopted Accounting Standards Update (the “ASU”) 2016-13 (the “ASU 2016-13”), Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments On January 1, 2023, the Company early adopted ASU 2020-06 (the “ASU 2020-06”), Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Accounting Standards Issued but Not Yet Adopted No other new accounting pronouncement issued or effective has had, or is expected to have, a material impact on the Company’s financial statements. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents | |
Cash and Cash Equivalents | 3. Cash and Cash Equivalents As of June 30, 2023 and December 31, 2022, cash and cash equivalents consist of cash on hand and cash in bank which is potentially subject to concentration of credit risk. Such balance is maintained at financial institutions that management determines to be of high-credit quality. Cash accounts at each institution are insured by the Federal Deposit Insurance Corporation in the U.S.A or Central Deposit Insurance Corporation in Taiwan up to certain limits. At times, such deposits may be in excess of the insurance limit. The Company has not experienced any losses on its deposits. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Inventory | |
Inventory | 4. Inventory Inventory stated at cost, net of reserve, consisted of the following: June 30, December 31, 2023 2022 Raw materials $ 354,175 $ 393,253 Work in process 67,736 111,119 Finished goods 106,203 90,850 Total $ 528,114 $ 595,222 Inventory write-downs to estimated net realizable values were $14,694 and $ 57,474 for the three and six months ended June 30, 2023, respectively, compared to nil for the three and six months ended June 30, 2022. |
Convertible Notes Payable and O
Convertible Notes Payable and Other Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Notes Payable and Other Notes Payable | |
Convertible Notes Payable and Other Notes Payable | 5. Convertible Notes Payable and Other Notes Payable As of June 30, 2023 and December 31, 2022, the respective notes payable was as follows: June 30, 2023 December 31, 2022 Convertible notes payable, related party – current $ - $ 376,526 Other notes payable, related party - current 684,000 884,000 March 2025 Convertible Notes, related party - noncurrent 1,500,000 - March 2025 Convertible Notes - noncurrent 1,000,000 - $ 3,184,000 $ 1,260,526 The Company received funding in the form of convertible promissory note from Dr. Stephen T. Chen, the former Chief Executive Officer or Chen, (the “Chen Note”) in 2016 for the purpose of supporting working capital. The Chen Note is payable on demand and can be converted into common stock of the Company any time at the conversion price of $2.52 or $2.81 per share. The Chen Note bears an interest rate of 0.75% or 0.65%. During the three months ended June 30, 2023, $114,026 of the Chen Note was paid off in cash and the remaining $262,500 of the Chen Note was assigned by Chen to unrelated parties who exercised the conversion right and converted the Chen Note into 93,333 shares of common stock of the Company. The accrued interest expense related to the converted Chen Note was waived by Chen and the assigned parties. The other notes payable were issued to Ainos KY, which is the controlling shareholder of the Company, in exchange for $800,000 in cash to support working capital of the Company in March 2022 (the “KY Note”). The Company paid off $200,000 of the KY Note during the six months ended June 30, 2023. Another notes payable was issued to i2China in exchange for consulting service in 2020 (the “i2China Note”) which remains outstanding for the amount of $84,000 as of June 30, 2023. Both other notes payable bear an interest rate of 1.85% per annum. All of the aforementioned convertible promissory notes and other notes payable are unsecured and due 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 common stock of the Company. In July and August 2023, the Company paid off $300,000 of the KY Note and $42,000 of the i2China Note together with the accrued interest and the remaining principal amount is $300,000 and $42,000 for KY Note and i2China Note, respectively. March 2025 Convertible Notes On March 13, 2023, the Company entered into two convertible promissory note purchase agreements pursuant to Regulation S of the Securities Act of 1933 in the total principal amount of $3,000,000 with the following investors (the “March 2025 Convertible Notes” or “Notes”). Convertible Note Issued to ASE Test, Inc. Pursuant to the aforementioned agreement, ASE Test, Inc., a shareholder of Ainos KY, committed to pay a total aggregate amount of $2,000,000 to the Company in exchange for convertible promissory note(s) in three tranches in the amounts of $1,000,000 (the “First Tranche”), $500,000 (the “Second Tranche”), and $500,000 (the “Third Tranche”) which is conditioned, among other things, on the Company achieving certain business milestones. As of June 30, 2023, the Company received $1,500,000 in cash for the First Tranche and Second Tranche upon achieving pre-defined business milestones. The Third Tranche is pending on the achievement of milestone by the Company. Convertible Note Issued to Li-Kuo Lee The Company issued a convertible note to an unrelated party, Li-Kuo Lee in exchange of $1,000,000 in cash. As of June 30, 2023, the Company received the full amount of the payment. The March 2025 Convertible Notes will mature in two years from the issuance dates, bearing interest at the rate of 6% compounded interest per annum. At any time after the issuance and before the maturity date, the Notes are convertible into the common stock of the Company at the conversion price of $1.50 per share, subject to anti-dilutive adjustment as set forth in the Notes. Unless previously converted, the Company shall repay the outstanding principal amount plus all accrued and unpaid interest on the maturity date. The Notes shall be an unsecured general obligation of the Company. The total interest expense of convertible notes payable and other notes payable for the three and six months ended June 30, 2023 were $37,991 and $44,924, respectively, compared with the three and six months ended June 30, 2022 of $18,602 and $34,486, respectively. As of June 30, 2023 and December 31, 2022, the unpaid accrued interest expense was $64,795 and $35,282, respectively, among which $37,562 and nil was long-term liabilities, respectively. |
Stockholders Equity
Stockholders Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders Equity | |
Stockholders' Equity | 6. Stockholders’ Equity Common Stock During the three months ended June 30, 2023, the Company issued an additional 281,022 shares of common stock as a result of delivering 126,532 shares to settle vested RSUs, an additional 93,333 shares for the conversion of Chen Note (see Note 5), and 61,157 shares in exchange for a vehicle with a related party (see Note 11). As of June 30, 2023, there were 20,292,624 shares of common stock legally issued and outstanding. Warrants As of June 30, 2023 and December 31, 2022, warrants issued and outstanding in connection with financing are summarized as below: June 30, December 31, (In number of shares) 2023 2022 Public warrant with exercise price of $4.25 897,000 897,000 Private warrant with exercise price of $4.675 39,000 39,000 Total 936,000 936,000 As disclosed in Note 1, the Company issued public warrants together with common stocks in connection with its underwritten public offering effective August 8, 2022. The Company further issued private warrants to Maxim Group LLC, as representative of underwriter pursuance to an underwriting agreement. Each warrant has a contractual term of 5 years, expiring on August 8, 2027, and can be exercised for the purchase of one share of common stock of the Company. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging In addition, the warrant issued by the Company to i2China in 2020 in exchange for consulting services is accounted for under ASC 718, Compensation - Stock Compensation As of June 30, 2023, none of the warrants have been exercised nor have expired. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue | |
Revenue | 7. Revenue Revenue is recognized upon shipment of products based upon contractually stated pricing at standard payment terms within 30 days. The revenue generated by product sales is recognized at point in time. For the three and six months ended June 30, 2023 and 2022, the Company generated revenue solely from sales of COVID-19 Antigen Rapid Test Kits in the Taiwan market. There was no revenue recognized from performance obligation satisfied or partially satisfied in prior periods, nor were there any unsatisfied performance obligations as of June 30, 2023 and December 31, 2022. |
ShareBased Compensation
ShareBased Compensation | 6 Months Ended |
Jun. 30, 2023 | |
ShareBased Compensation | |
Share-Based Compensation | 8. Share-Based Compensation 2023 Stock Incentive Plan The Company effectuated an amendment to its 2021 Stock Incentive Plan, now restated as the Company 2023 Stock Incentive Plan (the “2023 SIP” or “Plan”) which includes, among other things, a change in the number of reserved shares under the Plan. Under the 2023 SIP, subject to a change in capital structure or a change in control, the aggregate number of shares which may be issued or transferred pursuant to awards under the Plan will be equal to up to twenty percent (20%) of shares of outstanding common stock of the Company existing as of December 31 st 2021 Stock Incentive Plan On September 28, 2021, the Company’s board of directors, and on May 16, 2022, its shareholders approved the 2021 Stock Incentive Plan (the “2021 SIP”). During the period from January 1, 2023 up to the date that the prior plan was superseded by the 2023 SIP, no shares were granted under the 2021 SIP. 2021 Employee Stock Purchase Plan On September 28, 2021, the Company’s board of directors, and on May 16, 2022, its shareholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). As of June 30, 2023, no shares were issued under the 2021 ESPP. Restricted Stock Units (“RSUs”) 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 RSUs activity and related information for the three and six months ended June 30, 2022 was Nil and for the three and six months ended June 30, 2023 was as follows: Number of Share Weighted-Average Grant Date Fair Value Per Share Unvested balance at December 31, 2022 800,000 $ 2.42 RSUs granted - $ - RSUs vested* (29,332 ) $ 11.10 RSUs forfeited (38,000 ) $ 1.43 Unvested balance at March 31, 2023 732,668 $ 2.12 RSUs granted - $ - RSUs vested** (101,100 ) $ 1.34 RSUs forfeited (34,850 ) $ 1.27 Unvested balance at June 30, 2023 596,718 $ 2.30 * The common stock underlying the vested RSUs was delivered to grantees during the three months ended June 30, 2023. ** 3,900 shares of vested RSUs have not been settled by issuance of common shares to grantees as of June 30, 2023. Stock Options and Warrants During the three and six months ended June 30, 2023 and 2022, no shares were granted, forfeited, expired or exercised. As of June 30, 2023, there were 36,666 shares in the form of stock options and 30,174 shares in the form of warrants outstanding. Share-Based Compensation Expense Shared-based compensation expense for the three and six months ended June 30, 2023 were $137,159 and $357,991, respectively, compared to the three and six months ended June 30, 2022 amount of $43,443 and $86,886, respectively. As of June 30, 2023, the total unrecognized compensation cost related to outstanding RSUs, stock options and warrants was $1,439,499, which the Company expects to recognize over a weighted-average period of 1.85 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Taxes | |
Income Taxes | 9. Income Taxes The Company did not record a federal, state, or foreign income tax provision or benefit for the three or six months ended June 30, 2023 and 2022 due to the expected loss before income taxes to be incurred for the years ended December 31, 2023 and 2022, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets due to its historical deficit. |
Net Loss per Common Share
Net Loss per Common Share | 6 Months Ended |
Jun. 30, 2023 | |
Net Loss per Common Share | |
Net Loss per Common Share | 10. Net Loss per Common Share The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss attributable to common stockholders, basic and diluted $ (2,349,727 ) $ (1,954,032 ) $ (4,870,202 ) $ (4,053,927 ) Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted 20,095,705 9,625,133 20,053,886 9,625,133 Net loss per share attributable to common stockholders, basic and diluted $ (0.12 ) $ (0.20 ) $ (0.24 ) $ (0.42 ) The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding because they would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Option and RSUs to purchase common stock 633,384 36,666 633,384 36,666 Warrants to purchase common stock 966,174 30,174 966,174 30,174 Convertible note to purchase common stock 1,666,667 9,197,405 1,666,667 9,197,405 Total potential shares 3,266,225 9,264,245 3,266,225 9,264,245 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | 11. Related Party Transactions The following is a summary of related party transactions that met our disclosure threshold: 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, the Company 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 the Company 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”). Ainos KY converted all of the APA Convertible Note on or about August 8, 2022 upon the Company’s up-listing to the Nasdaq Capital Markets. Working Capital Advances Refer to Chen Note, KY Note and ASE Note in Note 5 which proceeds were used for working capital advances. The total interest expense incurred in related to the notes for the three and six months ended June 30, 2023 were $23,031 and $26,841, respectively, compared to $18,602 and $34,486, respectively, for the three and six months ended June 30, 2022. As of June 30, 2023 and December 31, 2022, unpaid accrued interest expenses were $46,712 and $35,282, respectively. Purchase and Sales Ainos COVID-19 Test Kits Sales and Marketing Agreement with Ainos KY On June 14, 2021, the Company entered into an exclusive agreement with Ainos KY 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 which were developed and will be manufactured by Taiwan Carbon Nano Technology Corporation (the “TCNT”), a controlling shareholder of Ainos KY (the “Sales and Marketing Agreement”). On June 7, 2021, the Taiwan Food and Drug Administration (the “TFDA”) approved emergency use authorization (the “EUA”) 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, the Company began marketing the Ainos SARS-CoV-2 Antigen Rapid Self-Test (together with Ainos COVID-19 Antigen Rapid Test Kit, the “COVID-19 Antigen Rapid Test Kits”) under a separate EUA issued by the TFDA to TCNT on June 13, 2022. The Company incurred costs associated with manufacturing COVID-19 Antigen Rapid Test Kits by TCNT pursuant to the Sales and Marketing Agreement, totaling nil and $46,635 for the three and six months ended June 30, 2023, respectively, compared with the amount for the three and six months ended June 30, 2022 of $483,992 and $870,404, respectively. As of June 30, 2023 and December 31, 2022, the accounts payable to TCNT were nil and $24,365, respectively; the prepayment to TCNT were $90,519 and nil, respectively. COVID-19 Antigen Rapid Test Kits Sales The Company sold COVID-19 Antigen Rapid Test Kits to affiliates of ASE Test Inc., totaling $12,541 and $12,541 for the three and six months ended June 30, 2023, respectively, compared with the amount for the three and six months ended June 30, 2022 of $401,259 and $482,359, respectively. As of June 30, 2023, and December 31, 2022, the accounts receivable to aforementioned related parties were nil and $177,595, respectively. Product Co-development Agreement Pursuant to a five-year Product Co-development Agreement effective on August 1, 2021 (the “Product Co-Development Agreement”) with TCNT, the development expenses incurred were $74,733 and $152,196 for the three and six months ended June 30, 2023, respectively, compared to $206,748 and $374,170 for the three and six months ended June 30, 2022, respectively. As of June 30, 2023 and December 31, 2022, the accounts payable were $25,089 and $70,113, respectively. Under the agreement, the Company made deposits of $31,071 and $31,490 to TCNT as of June 30, 2023 and December 31, 2022, respectively. Miscellaneous On April 26, 2023, the Company issued a total of 61,157 shares of common stock to Ting-Chuan Lee, a director of the Company, pursuant to a purchase and sale agreement relating to the Company’s acquisition of a vehicle. The purchase price was determined by the market price of the vehicle in the amount of $48,559. The Company engaged Ms. Chien-Hsuan Huang as a medical device development consultant in September 2022. Ms. Huang is the spouse of one of the board of directors of the Company. The R&D expense was $19,618 and $39,344 for the three and six months ended June 30, 2023, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and contingencies | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company operates in an industry characterized by extensive patent litigation. Competitors may claim that the Company’s products infringe upon their intellectual property. Resolution of patent litigation or other intellectual property claims is typically time consuming and costly and can result in significant damage awards and injunctions that could prevent the manufacture and sale of the affected products or require the Company to make significant royalty payments in order to continue selling the affected products. As of June 30, 2023, there were no such commitments or contingencies. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events On August 9, 2023, the Company entered into a Co-Development Agreement (the “Agreement”) with Nisshinbo Micro Devices Inc., a Japan corporation (“NISD”), and Taiwan Inabata Sangyo Co., Ltd., a Taiwan corporation (“Inabata”). Pursuant to the Agreement, NISD will outsource development of the odor platform and delivery of gas sensor products to the Company. Inabata is responsible for coordinating the co-development effort between NISD and the Company. The Company will provide the deliverables in phases and performance obligations will be satisfied upon NISD’s acceptance. The total contract price is variable based on the quantity specified by NISD for future purchase orders. The Agreement is effective August 9, 2023 and expires on August 31, 2026. |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (the “GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited financial statements as of and for the year ended December 31, 2022 contained in the Annual Report on Form 10-K filed with the SEC on April 3, 2023. In the opinion of management, the accompanying condensed financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2023, or any other period. There have been no material changes to the Company’s significant accounting policies as described in the audited financial statements as of December 31, 2022. |
Use of Estimates | The preparation of condensed financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosures as of the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on various factors, including historical experience, and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Significant items subject to estimates and assumptions include useful lives of property and equipment, valuation of stock option and warrants, and impairment testing of intangible assets. Actual results may differ from these estimates. |
Liquidity | As of June 30, 2023, the Company had cash and cash equivalents of $1,360,970. The Company plans to finance its operations and development needs with its existing cash and cash equivalents, additional equity and/or debt financing arrangements, and expected revenue primarily from the sale of VELDONA Pet cytoprotein supplements to support the Company’s clinical trial activities, largely in connection with Ainos Flora and VELDONA therapeutics for humans. There can be no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis, or at all. If the Company is not able to obtain sufficient funds on acceptable terms when needed, the Company’s business, results of operations, and financial condition could be materially adversely impacted. For the six months ended June 30, 2023, the Company generated a net loss of $4,870,202. The Company expects to continue incurring development expenses for the next twelve months as the Company advances Ainos Flora and VELDONA therapeutics for humans through clinical development until regulatory approval is received and the sales and marketing of the products are authorized. The financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net operating losses in every year since inception and has an accumulated deficit as of June 30, 2023 of $28,985,808 and expects to incur additional losses and negative operating cash flows for at least the next twelve months. The Company’s ability to meet its obligations is dependent upon its ability to generate sufficient cash flows from operations and future financing transactions. Although management expects the Company will continue as a going concern, there is no assurance that management’s plans will be successful since the availability and amount of such funding is not certain. Accordingly, substantial doubt exists about the Company’s ability to continue as a going concern for at least one year from the issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Segments | Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information prepared on the basis of accounting policy disclosed in its annual financial statement for purposes of making operating decisions, allocating resources, and evaluating financial performance of the Company. As such, the Company has determined that it operates as one operating segment. |
Impairment of Intangible Assets | The Company reviews its definite-lived intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the carrying value of the asset or asset group. If impairment exists, the assets are written down to their estimated fair value. No impairment of definite-lived intangible and long-lived assets was recorded for the three and six months ended June 30, 2023 and 2022. |
Recent Accounting Pronouncements Adopted | On January 1, 2023, the Company adopted Accounting Standards Update (the “ASU”) 2016-13 (the “ASU 2016-13”), Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments On January 1, 2023, the Company early adopted ASU 2020-06 (the “ASU 2020-06”), Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Accounting Standards Issued but Not Yet Adopted | No other new accounting pronouncement issued or effective has had, or is expected to have, a material impact on the Company’s financial statements. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory | |
Inventories | June 30, December 31, 2023 2022 Raw materials $ 354,175 $ 393,253 Work in process 67,736 111,119 Finished goods 106,203 90,850 Total $ 528,114 $ 595,222 |
Convertible Notes Payable and_2
Convertible Notes Payable and Other Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Notes Payable and Other Notes Payable | |
Convertible Notes Payable and Other Notes Payable | June 30, 2023 December 31, 2022 Convertible notes payable, related party – current $ - $ 376,526 Other notes payable, related party - current 684,000 884,000 March 2025 Convertible Notes, related party - noncurrent 1,500,000 - March 2025 Convertible Notes - noncurrent 1,000,000 - $ 3,184,000 $ 1,260,526 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders Equity | |
Warrants | June 30, December 31, (In number of shares) 2023 2022 Public warrant with exercise price of $4.25 897,000 897,000 Private warrant with exercise price of $4.675 39,000 39,000 Total 936,000 936,000 |
ShareBased Compensation (Tables
ShareBased Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
ShareBased Compensation | |
Schedule of Restricted Stock Units | Number of Share Weighted-Average Grant Date Fair Value Per Share Unvested balance at December 31, 2022 800,000 $ 2.42 RSUs granted - $ - RSUs vested* (29,332 ) $ 11.10 RSUs forfeited (38,000 ) $ 1.43 Unvested balance at March 31, 2023 732,668 $ 2.12 RSUs granted - $ - RSUs vested** (101,100 ) $ 1.34 RSUs forfeited (34,850 ) $ 1.27 Unvested balance at June 30, 2023 596,718 $ 2.30 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Net Loss per Common Share | |
Schedule of basic and diluted net loss per share | Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss attributable to common stockholders, basic and diluted $ (2,349,727 ) $ (1,954,032 ) $ (4,870,202 ) $ (4,053,927 ) Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted 20,095,705 9,625,133 20,053,886 9,625,133 Net loss per share attributable to common stockholders, basic and diluted $ (0.12 ) $ (0.20 ) $ (0.24 ) $ (0.42 ) |
Schedule of computations of diluted weighted average shares outstanding | Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Option and RSUs to purchase common stock 633,384 36,666 633,384 36,666 Warrants to purchase common stock 966,174 30,174 966,174 30,174 Convertible note to purchase common stock 1,666,667 9,197,405 1,666,667 9,197,405 Total potential shares 3,266,225 9,264,245 3,266,225 9,264,245 |
Description of Business (Detail
Description of Business (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Description of Business | |
Public offering price | $ 4.25 |
Exercise price of share | $ 4.25 |
Stock split description | 1-for-15 |
Aggregate public offering | shares | 780,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |||||
Cash and cash equivalents | $ 1,360,970 | $ 1,360,970 | |||
Net loss | (2,349,727) | $ (1,954,032) | (4,870,202) | $ (4,053,927) | |
Accumulated deficit | $ (28,985,808) | $ (28,985,808) | $ (24,115,606) |
Inventory (Details)
Inventory (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory | ||
Raw materials | $ 354,175 | $ 393,253 |
Work in process | 67,736 | 111,119 |
Finished goods | 106,203 | 90,850 |
Total | $ 528,114 | $ 595,222 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Inventory | |||
Estimated net realizable values | $ 14,694 | $ 57,474 | $ 0 |
Convertible Notes Payable and_3
Convertible Notes Payable and Other Notes Payable (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Jan. 30, 2022 |
Convertible notes payable, related party - current | $ 0 | $ 376,526 | |
Other notes payable, related party - current | 684,000 | 884,000 | |
Total Convertible and other notes payable | 3,184,000 | 1,260,526 | $ 26,000,000 |
March 2025 Convertible Notes [Member] | |||
Total Convertible and other notes payable | 1,000,000 | 0 | |
Convertible Notes, related party - noncurrent | $ 1,500,000 | $ 0 |
Convertible Notes Payable and_4
Convertible Notes Payable and Other Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Aug. 31, 2023 | Jul. 31, 2023 | Dec. 31, 2022 | Jan. 30, 2022 | |
Total Convertible and other notes payable | $ 3,184,000 | $ 3,184,000 | $ 1,260,526 | $ 26,000,000 | ||||
Conversion price description | 1-for-15 | |||||||
Common stock | 20,292,624 | 20,292,624 | 20,292,624 | |||||
Chen [Member] | ||||||||
Conversion price description | price of $2.52 or $2.81 per share | |||||||
Interest rate description | rate of 0.75% or 0.65%. | |||||||
Note paid | $ 114,026 | |||||||
Unrelated parties | $ 262,500 | |||||||
Common stock | 93,333 | 93,333 | ||||||
Ainos KY [Member] | ||||||||
Note paid | $ 200,000 | |||||||
Interest rate | 1.85% | 1.85% | ||||||
Working capital | $ 800,000 | $ 800,000 | ||||||
Notes payable | 84,000 | 84,000 | ||||||
Ainos KY [Member] | Subsequent Event [Member] | ||||||||
Convertible note payable | $ 300,000 | |||||||
Accrued interest and the remaining principal amount | $ 300,000 | |||||||
i2China [Member] | Subsequent Event [Member] | ||||||||
Convertible note payable | $ 42,000 | |||||||
Accrued interest and the remaining principal amount | $ 42,000 | |||||||
Li-Kuo Lee [Member] | ||||||||
Total Convertible and other notes payable | $ 1,000,000 | $ 1,000,000 | ||||||
Conversion price | $ 1.50 | $ 1.50 | ||||||
Interest rate | 6% | 6% | ||||||
March 2025 Convertible Notes [Member] | ||||||||
Total principal amount | $ 3,000,000 | |||||||
Description of Convertible Note Sale to ASE Test, Inc | ASE Test, Inc., a shareholder of Ainos KY, committed to pay a total aggregate amount of $2,000,000 to the Company in exchange for convertible promissory note(s) in three tranches in the amounts of $1,000,000 (the “First Tranche”), $500,000 (the “Second Tranche”), and $500,000 (the “Third Tranche”) which is conditioned, among other things, on the Company achieving certain business milestones. | |||||||
Total Convertible and other notes payable | $ 1,000,000 | $ 1,000,000 | $ 0 | |||||
Interest expense | 37,991 | $ 18,602 | 44,924 | $ 34,486 | ||||
Unpaid accrued interest | 64,795 | 64,795 | $ 35,282 | |||||
Long term liabilities | $ 37,562 | $ 37,562 |
Stockholders Equity (Details)
Stockholders Equity (Details) - Warrants [Member] - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Public warrant with exercise price of $4.25 | 897,000 | 897,000 |
Private warrant with exercise price of $4.675 | 39,000 | 39,000 |
Total | 936,000 | 936,000 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - shares | 1 Months Ended | 6 Months Ended |
Apr. 26, 2023 | Jun. 30, 2023 | |
Conversion of stock | 61,157 | |
Common Shares [Member] | ||
Common stock issued and outstanding | 20,292,624 | |
Conversion of stock in exchange for vehicle | 61,157 | |
Conversion of stock | 93,333 | |
Vested RSUs | 126,532 | |
Warrants expiring term | of 5 years, expiring on August 8, 2027 | |
Additional stock issued | 281,022 |
ShareBased Compensation (Detail
ShareBased Compensation (Details) - Restricted Stock Units - $ / shares | 3 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | |
Options Outstanding, Beginning | 732,668 | 800,000 |
RSUs vested | (101,100) | (29,332) |
RSUs forfeited | (34,850) | (38,000) |
Options outstanding, Ending | 596,718 | 732,668 |
Weighted-Average Grant Date Fair Value Per RSU, beginning balance | $ 2.12 | $ 2.42 |
Weighted-Average Grant Date Fair Value Per RSUs granted | 0 | 0 |
Weighted-Average Grant Date Fair Value Per RSUs vested | 1.34 | 11.10 |
Weighted-Average Grant Date Fair Value Per RSUs forfeited | 1.27 | 1.43 |
Weighted-Average Grant Date Fair Value Per RSU, ending balance | $ 2.30 | $ 2.12 |
ShareBased Compensation (Deta_2
ShareBased Compensation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 14, 2023 | |
Issuance of common shares, vested | 3,900 | 3,900 | |||
Unrecognized Option Expense | $ 1,439,499 | $ 1,439,499 | |||
Unrecognized Option Expense Period Of Recognition | 1 year 10 months 6 days | ||||
Share-based compensation expense | $ 137,159 | $ 43,443 | $ 357,991 | $ 86,886 | |
Warrants to purchase common stock | 966,174 | 30,174 | 966,174 | 30,174 | |
Option and RSUs to purchase common stock | 633,384 | 36,666 | 633,384 | 36,666 | |
Stock option and Warrants [Member] | |||||
Warrants to purchase common stock | 30,174 | ||||
Option and RSUs to purchase common stock | 36,666 | ||||
2023 Stock Incentive Plan | |||||
Number Of Shares Of Common Stock Issued | 4,355,376 |
Net Loss per Common Share (Deta
Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net Loss per Common Share | ||||
Net loss attributable to common stockholders, basic and diluted | $ (2,349,727) | $ (1,954,032) | $ (4,870,202) | $ (4,053,927) |
Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted | 20,095,705 | 9,625,133 | 20,053,886 | 9,625,133 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.12) | $ (0.20) | $ (0.24) | $ (0.42) |
Net Loss per Common Share (De_2
Net Loss per Common Share (Details 1) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net Loss per Common Share | ||||
Option and RSUs to purchase common stock | 633,384 | 36,666 | 633,384 | 36,666 |
Warrants to purchase common stock | 966,174 | 30,174 | 966,174 | 30,174 |
Convertible note to purchase common stock | 1,666,667 | 9,197,405 | 1,666,667 | 9,197,405 |
Total potential shares | 3,266,225 | 9,264,245 | 3,266,225 | 9,264,245 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Apr. 26, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jan. 30, 2022 | |
Assets purchase agrement | $ 26,000,000 | $ 26,000,000 | |||||
Interest expense incurred | 23,031 | $ 18,602 | 26,841 | $ 34,486 | |||
Unpaid accrued interest expenses | 46,712 | 46,712 | $ 35,282 | ||||
Issuance of common stock | 61,157 | ||||||
Market price | $ 48,559 | ||||||
Convertible notes payable | 3,184,000 | 3,184,000 | 1,260,526 | $ 26,000,000 | |||
Development expenses | 1,671,187 | 1,634,856 | 3,370,070 | 3,212,310 | |||
Mr. Chien-Hsuan Huang [Member] | |||||||
Development expenses | 19,618 | 39,344 | |||||
Product Co-development Agreement [Member] | |||||||
Development expenses | 74,733 | 206,748 | 152,196 | 374,170 | |||
Deposits from related party | 31,071 | 31,071 | 31,490 | ||||
Equipment | 1,113,977 | 1,113,977 | |||||
Property assets | 24,886,023 | 24,886,023 | |||||
Accounts payable to related party | 25,089 | 25,089 | 70,113 | ||||
Ainos COVID-19 Test Kits Sales and Marketing Agreement with Ainos KY | |||||||
Totaling | 0 | 483,992 | 46,635 | 870,404 | |||
Prepayment to related party | 90,519 | 90,519 | 0 | ||||
Accounts payable to related party | 0 | 0 | 24,365 | ||||
COVID-19 Antigen Rapid Test Kits Sales | |||||||
Totaling | 12,541 | $ 401,259 | 12,541 | $ 482,359 | |||
Accounts receivable | $ 0 | $ 0 | $ 177,595 |