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| EX-99.1 - PRESS RELEASE - Ainos, Inc. | amar_ex99-1.htm |
| EX-2.1 - SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 24, 2020 - Ainos, Inc. | amar_ex2-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 24,
2020
AMARILLO BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
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Texas
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0-20791
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75-1974352
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(State or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4134 Business Park Drive Amarillo, Texas
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79110-4225
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (806)
376-1741
(Former name or former address if changed since last
report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
None.
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging
growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01
Entry Into A Material Definitive Agreement.
On
December 24, 2020, Amarillo Biosciences, Inc., a Texas corporation
(the “Company”) entered into a Securities Purchase
Agreement (“Agreement”) with Ainos, Inc., a Cayman
Islands corporation (“Purchaser”) and those certain
principal shareholders of the Company including (i) Stephen T.
Chen, individually and as Trustee of the Stephen T. Chen and
Virginia M. Chen Living Trust, dated April 12, 2018, (ii) Virginia
M. Chen, individually and as Trustee of the Stephen T. Chen and
Virginia M. Chen Living Trust, dated April 12, 2018, and (iii) Hung
Lan Lee (collectively, “Major
Shareholders”).
Pursuant
to the Agreement, upon the closing of the transactions contemplated
thereby (the “Closing”), the Company will acquire
certain patent assets set forth on Annex A of the Patent Assignment
attached to the Agreement as Exhibit E (the “Patent
Assets”) by issuing 100,000,000 shares of common stock (the
“Shares”) valued at $0.20 to Purchaser. The Patent
Assets encompass technologies relating to development and
manufacturing of point-of-care testing rapid test kit products that
include diagnostics for COVID-19 (SARS CoV2 Antigen Rapid Test),
pneumonia, vaginal infection and helicobacter pylori (H. pylori)
bacterial infection.
The
parties currently anticipate that the Shares will represent at
least 51% of the issued and outstanding shares of common stock of
the Company at the Closing. The Agreement provides for certain
registration rights to the Purchaser regarding the Shares.
Following entering the Agreement, the Company will (1) hold a
special shareholder meeting to vote on, among other things: (i) the
adoption of the Agreement and approval of the transactions
contemplated by the Agreement; (ii) the amendment of the
Company’s charter documents to (A) increase the number of
authorized shares of common stock to 300,000,000 shares, (B) rename
the Company to “Ainos, Inc.” or any other corporate
name designated by Purchaser, and (C) decrease the number of
authorized shares of preferred stock to zero; and (iii) the
expansion of the number of directors on the Company’s Board
of Directors (“Company Board”) and the election of
directors as designated by the Purchaser (collectively, the
“Company Shareholder Matters”); and (2) file with the
Securities and Exchange Commission a proxy statement or information
statement, which shall include the recommendation of the Company
Board that the Company’s shareholders approve the Agreement
and authorize the transactions contemplated thereby (the
“Company Board Recommendation”).
The
Closing is conditioned upon, among other things, the Company
shareholders’ approval of the Company Shareholder Matters.
The Agreement contains certain customary termination rights that
are (i) in favor of each of the Company and Purchaser, including by
mutual agreement or for uncured breach by the other party and (ii)
in favor of Purchaser, including if there is a change of the
Company Board Recommendation or, if the Closing has not been
consummated by the end of day on the forty-fifty day after the date
of the Agreement, subject to certain limitations.
The
Agreement contains customary representations, warranties and
covenants, including covenants obligating the Company to continue
to conduct its business in the ordinary course and to cooperate in
seeking regulatory approvals, as needed.
Under
the Agreement, the Major Shareholders agree to, among other things,
(i) vote all shares of common stock beneficially owned by the Major
Shareholders in favor of the adoption of the Company Shareholder
Matters, (ii) be responsible jointly and severally with the Company
for the Company’s indemnification obligations provided in the
Agreement and (iii) prior to the Closing, cause each of their
controlled entities to enter into a joinder agreement to be bound
by the terms and conditions of the Agreement as a Major
Shareholder.
The foregoing description of the Agreement is not
complete and is qualified in its entirety by the text of the
Agreement, which is filed as Exhibit 2.1 to this Current Report on
Form 8-K and is incorporated herein by
reference. The
Agreement contains representations, warranties and covenants that
the respective parties made to each other as of the date of the
Agreement or other specific dates. The assertions embodied in those
representations, warranties and covenants were made for purposes of
the contract among the respective parties and are subject to
important qualifications and limitations agreed to by the parties
in connection with negotiating such agreement. The representations,
warranties and covenants in the Agreement are also modified in
important part by the underlying disclosure schedules which are not
filed publicly and which are subject to a contractual standard of
materiality different from that generally applicable to
shareholders and were used for the purpose of allocating risk among
the parties rather than establishing matters as facts. We do not
believe that these schedules contain information that is material
to an investment decision.
Item 3.02
Unregistered Sales of Equity Securities.
The
disclosure set forth above in Item 1.01 of this Current Report is
incorporated by reference into this Item 3.02. The shares of common
stock of the Company to be issued in connection with the Agreement
and the transactions contemplated thereby will not be registered
under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act and/or Regulation
D promulgated thereunder.
Item
7.01
Regulation FD Disclosure
On
December 30, 2020, the Company issued a press release relating
to the execution of the Agreement. A copy of the press release is
furnished herewith as Exhibit 99.1.
The
information furnished with this Item 7.01 of this Current Report on
Form 8-K and Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed
incorporated by reference into any other filing under the
Securities Act, or the Exchange Act.
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Securities
Purchase Agreement dated as of December 24, 2020*
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Press
Release
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* The schedules to this
Exhibit have been omitted in accordance with Regulation S-K Item
601(b)(2). The Company agrees to furnish supplementally a copy of
any omitted schedule to the Securities and Exchange Commission upon
request.
Additional Information and Where to Find It
In
connection with the proposed transaction, the Company plans to file
relevant materials with the Securities and Exchange Commission (the
“SEC”), including a proxy statement on Schedule 14A or
an information statement on Schedule 14C. Promptly after filing its
definitive proxy statement or information statement with the SEC,
the Company will mail the definitive proxy statement or information
statement to each shareholder entitled to vote at the special
meeting relating to the transaction. INVESTORS AND SHAREHOLDERS ARE
URGED TO CAREFULLY READ THE PROXY STATEMENT OR INFORMATION
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY
DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL
FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES
TO THE TRANSACTION. The definitive proxy statement or information
statement, the preliminary proxy statement or information
statement, and other relevant materials in connection with the
transaction (when they become available) and any other documents
filed by the Company with the SEC, may be obtained free of charge
at the SEC’s website (www.sec.gov).
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
current report on Form 8-K (this “Report”) contains
(and oral communications made by us may contain)
“forward-looking statements” within the meaning of the
safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. Forward-looking statements can be identified by
words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend,”
“plan,” “predict,” “project,”
“target,” “future,” “seek,”
“likely,” “strategy,” “may,”
“should,” “will,” and similar references to
future periods. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based
only on our current beliefs, expectations, and assumptions
regarding the future of our business, future plans and strategies,
projections, anticipated events and trends, the economy, and other
future conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks, and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Our actual results may differ
materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking
statements. Important factors that could cause our actual results
to differ materially from those indicated in the forward-looking
statements include, among others, the following:
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the risk that one
or more closing conditions to the transaction may not be satisfied
or waived, on a timely basis or otherwise;
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the failure to
obtain shareholder approval;
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the risk that the
transaction does not close when anticipated, or at
all;
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matters arising in
connection with the parties’ efforts to comply with and
satisfy applicable regulatory approvals and closing conditions
relating to the transaction;
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there may be a
material adverse change of the Company, or its business may suffer
as a result of uncertainty surrounding the
transaction;
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the transaction may
involve unexpected costs, liabilities, or delays;
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the Company’s
limited cash and history of losses;
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the Company’s
ability to achieve profitability;
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heated competition
and rapidly advancing technology in the Company’s industry
that may outpace its technology;
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customer demand for
the products and services the Company develops;
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the impact of
competitive or alternative products, technologies and
pricing;
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the Company’s
ability to manufacture any products it develops;
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general economic
conditions and events and the impact they may have on the Company
and its potential customers, including but not limited to the
impact of COVID-19;
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the Company’s
ability to obtain adequate financing in the future;
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the impact of
promulgation and implementation of regulations by the U.S. Food and
Drug Administration (“FDA”) and by foreign governmental
instrumentalities with functions similar to those of the FDA on the
Company’s operations and technology;
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lawsuits and other
claims by third parties or investigations by various regulatory
agencies governing the Company’s operations;
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our success in
managing the risks involved in the foregoing items.
Any
forward-looking statement made by us in this Report speaks only as
of the date on which such statement is made. New factors emerge
from time to time and it is not possible for management to predict
all such factors, nor can it assess the impact of any such factor
on the business or the extent to which any factor, or combination
of factors, may cause results to differ materially from those
contained in any forward-looking statement. Readers should also
review the risks and uncertainties listed in our most recent Annual
Report on Form 10-K and other reports we file with the U.S.
Securities and Exchange Commission, including (but not limited to)
Item 1A - “Risk Factors” in the Form 10-K and
Management’s Discussion and Analysis of Financial Condition
and Results of Operations and the risks described therein from time
to time. We undertake no obligation to publicly update any
forward-looking statement, whether written or oral, that may be
made from time to time, whether as a result of new information,
future developments or otherwise. The forward-looking statements
contained in this Report are intended to qualify for the safe
harbor provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Amarillo
Biosciences, Inc.
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Date: December 30,
2020
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By:
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/s/ Stephen
Chen
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Name:
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Stephen
Chen
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Title:
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Chief Executive
Officer and Chief Financial Officer
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