AINOS, INC. : Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under a Registrant’s Off-Balance Sheet Arrangement, Other Events, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

Reference is made to this convertible note purchase agreement dated April 11, 2022 (the “Agreement”) by and between Ainos, Inc.a Texas
company (the “Company”) and ASE Test, Inc. (collectively the “Buyer”). The Purchaser is a member of the board of directors of the controlling shareholder of the Company, Ainos, Inc.a Cayman Islands society.

Pursuant to the Contract, the Purchaser has paid a total of $500,000 USD (the “Principal Amount”) to the Company in exchange for a Convertible Promissory Note issued by the Company in the Principal Amount (the “Convertible Note”).

The Principal Amount of the Convertible Note is payable in cash on March 30, 2027, although the Company may prepay the convertible note in whole or in part without penalty. The convertible note bears no interest. If not redeemed sooner, the convertible note will be converted into common shares,
$0.01 par value per share of the Company, or any other security or property for which the convertible note may become convertible, immediately prior to the closing of any public offering of common shares of the Company pursuant to which the common shares of the Company will be listed on a American stock market. The conversion price, subject to certain adjustments described in Section 2(b) of the Convertible Bond, will be eighty percent (80%) of the IPO price of the offering.

The foregoing description of the Agreement and Convertible Bond is not complete and is qualified in its entirety by the text of the Agreement and Convertible Bond, the forms of which are attached as Schedules 2.1 and 10.1, respectively and incorporated herein by this reference.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The matters set out in Sections 1.01 and 8.01 of this report are incorporated herein by this reference.

Item 8.01 Other Events

Reference is made to this convertible note purchase agreement dated March 31, 2022 (the “Agreement”) by and between Ainos, Inc.a Texas
company (the “Company”) and Yun Han Liao (collectively the “Buyer”). The Buyer is the daughter of We Hui-Lan, the Company’s chief financial officer.

Pursuant to the Contract, the Purchaser has paid a total of $50,000 USD (the “Principal Amount”) to the Company in exchange for a Convertible Promissory Note issued by the Company in the Principal Amount (the “Convertible Note”).

The Principal Amount of the Convertible Note is payable in cash on March 30, 2027, although the Company may prepay the convertible note in whole or in part without penalty. The convertible note bears no interest. If not redeemed sooner, the convertible note will be converted into common shares,
$0.01 par value per share of the Company, or any other security or property for which the convertible note may become convertible, immediately prior to the closing of any public offering of common shares of the Company pursuant to which the common shares of the Company will be listed on a American stock market. The conversion price, subject to certain adjustments described in Section 2(b) of the Convertible Bond, will be eighty percent (80%) of the IPO price of the offering.

The foregoing description of the Agreement and Convertible Bond is not complete and is qualified in its entirety by the text of the Agreement and Convertible Bond, the forms of which are attached as Schedules 2.1 and 10.1, respectively and incorporated herein by this reference.

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Item 9.01 Financial statements and supporting documents.

The following documents are filed as part of this report:

(d) Exhibits



Exhibit No.   Description

  2.1           Form of Convertible Note Purchase Agreement

10.1 Form of convertible promissory note

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