Debts | 6. Debts The Company issued promissory notes to creditors for funding. As of December 31, 2023 and 2022, the details of the notes are as follows: December 31, 2023 2022 Convertible notes payable, related party – current (Chen Note) $ - $ 376,526 Other notes payable, related party – current 42,000 884,000 Other notes payable, related party – noncurrent (KY Note) 270,000 - March 2025 Convertible Notes, related party – noncurrent (ASE Note) 2,000,000 - March 2025 Convertible Notes – noncurrent (Lee Note) 1,000,000 - Senior secured convertible notes payable (Lind Note) – at fair value 2,651,556 - $ 5,963,556 $ 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 was payable on demand and was convertible into common stock of the Company at the conversion price of $12.60 or $14.05 per share. The Chen Note bore an interest rate of 0.75% or 0.65%. During the year ended December 31, 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 18,666 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 was issued to Ainos KY in exchange for $800,000 in cash to support working capital of the Company in March 2022 (the “KY Note”). The Company paid off $530,000 of the KY Note during the year ended December 31, 2023. Another note payable was issued to i2China Management Group, LLC (“i2China”) in exchange for consulting services in 2020 (the “i2China Note”) which remains outstanding for the amount of $42,000 as of December 31, 2023. Both the KY Note and the i2China Note bear an interest rate of 1.85% per annum. On August 17, 2023, the Company entered into extension agreements with Ainos KY and i2China to extend the maturity of the KY Note and i2China Note to March 31, 2025 and September 1, 2024, respectively. All of the aforementioned convertible promissory notes and other notes payable are unsecured and due upon maturity. Holders of convertible notes have the option to convert some or the entire unpaid principal and accrued interest to common stock of the Company. March 2025 Convertible Notes On March 13, 2023, the Company entered into two convertible promissory note purchase agreements pursuant to Regulation S of the Securities Act of 1933, as amended, in the total principal amount of $3,000,000 with the following investors (the “March 2025 Convertible Notes” or “Notes”). Convertible Note Issued to ASE Test, Inc. Pursuant to the one of the aforementioned agreements, ASE Test, Inc. (the “ASE”), 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”) conditioned, among other things, on the Company achieving certain business milestones. As of December 31, 2023, the Company received $2,000,000 in cash upon achieving pre-defined business milestones. Convertible Note Issued to Li-Kuo Lee The Company issued a convertible note in the principal amount of $1,000,000 to an unrelated party, Li-Kuo Lee, in exchange of $1,000,000 in cash. As of December 31, 2023, the full amount of the payment was received. 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 $7.50 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, other notes payable and March 2025 Convertible Notes for the years ended December 31, 2023 and 2022, were $132,843 and 49,994, respectively, among which were with related party for amounts of $83,622 and $49,994, respectively. As of December 31, 2023 and 2022, the unpaid accrued interest expense was $138,939 and $90,735, respectively, among which $135,829 and nil was long-term liabilities, respectively. Among the unpaid accrued interest expense, $90,743 and $90,735, respectively, was with related party as of December 31, 2023 and 2022. Senior Secured Convertible Notes Payable On September 25, 2023, the Company entered into a securities purchase agreement (the “SPA”) with Lind Global Fund II LP (the “Lind”). The SPA provides for loans in an aggregate amount of up to $10,000,000 under various tranches to fund clinical trials, commercial product launch and working capital of the Company. On September 28, 2023, the initial closing date, the Company issued and sold to Lind, in a private placement, (a) a senior secured convertible promissory note in the aggregate principal amount of $2,360,000 (the “Lind Note”) and (b) warrants to purchase 460,829 shares of common stock at an exercise price of $4.50 per share of common stock (the “Lind Warrant”) for a cash amount of $2,000,000. On December 21, 2023, an additional $1,000,000 was drawn down after certain conditions were met. The aggregate principal amount of the Lind Note was increased to $3,540,000 and the shares of common stock Lind Warrant can purchase was increased to 691,244 shares. The Lind Note does not bear any interest and matures on March 28, 2025. Following the earlier to occur of (i) 90 days from the date of the SPA or (ii) the date the resale Registration Statement is declared effective by the SEC, the Lind Note is convertible into shares of the Company’s common stock at the option of Lind at any time with the conversion price at lower of $7.50 per share, subject to adjustment, or 90% of stock price as defined in the SPA. Under certain conditions as defined in the SPA, the Company can prepay the note at 105% of the outstanding principal amount or Lind can put back the note at 105%, when there is a change of control, or 120%, when there is an event of default, of the outstanding principal amount, etc. Lind converted $300,000 of principal amount of the Lind Note into 162,337 shares of common stock on December 29, 2023. After the conversion, the remaining principal amount of the Lind Note was $3,240,000 as of December 31, 2023. From an accounting perspective, the Lind Note is considered a debt host instrument embedded with issuer’s call and investor’s contingent puts, and is issued at substantial discount. The Company elects the fair value option (the “FVO”) to account for the Lind Note at fair value and mark to market each quarter. As of December 31, 2023, the fair value of the Lind Note was $2,651,556. For the year ended December 31, 2023, the change in the fair value of the Lind Note was recorded in the Statements of Operations at amount of $94,207. No portion of the change in fair value was related to changes in credit risk of the Company which would be charged to other comprehensive loss if any. The Company has granted to Lind a senior security interest in all of the Company’s right, title, and interest in, to and under all of the Company’s property, subject to certain exceptions as set forth in the SPA. The Lind Note includes certain non-financial covenants and as of December 31, 2023, the Company was in compliance with these covenants. The issuance cost related to the first tranche of $3,000,000 of the Lind Note, including a commitment fee charged by Lind, placement agent fee and warrants, and legal fees is $525,643, which is expensed off due to FVO election. $159,250 of the remaining insurance cost related to the future funding of $7,000,000 offered by the SPA is deferred as other assets on the Balance Sheets and will be expensed off upon each closing or when the Company does not expect to complete the remaining funding. Convertible notes converted into common stock upon closing of the Public Offering in August 2022 APA Convertible Note 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. 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”). The APA Convertible Note was matured on January 30, 2027 and had no interest bearing. Prepayment was permitted in whole or in part without penalty. March 2027 Convertible Notes In March and April of 2022, the Company issued convertible notes pursuant to certain Convertible Note Purchase Agreements under Regulation S to investors for a total cash amount of $1,400,000, including from related parties for a cash amount of $550,000, with maturity on March 30, 2027 (the “March 2027 Convertible Notes”). The Company can prepay the notes in whole or in part without penalty. The March 2027 Convertible Notes were non-interest bearing. The APA Convertible Note, the March 2027 Convertible Notes together with convertible notes issued to Ainos KY in 2021 in the aggregate total amount of $30,442,959 were fully converted to 1,814,627 shares of common stock upon closing of the Offering in August 2022. |