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EX-2.1 - SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 24, 2020 - Ainos, Inc. | amar_ex2-1.htm |
8-K - CURRENT REPORT - Ainos, Inc. | amar_8k.htm |
Exhibit 99.1
Amarillo Biosciences, Inc. Enters
into a Securities Purchase Agreement to Foster New
Growth
December
30, 2020
Amarillo, TX, December 30, 2020 -- Amarillo Biosciences, Inc.
(“we”, “ABI” or the “Company”),
(OTCBB: AMAR), a company engaged in low-dose non-injectable
interferon research, announced today that it has entered into a
Securities Purchase Agreement (“Agreement”) with a
strategic investor, Ainos, Inc., a Cayman Islands corporation
(“Ainos”) focused on advanced technology diagnostic
medical devices and artificial intelligence consumer healthcare
solutions. Ainos develops and manufactures point-of-care testing
(“POCT”) 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. Ainos POCT delivers test results rapidly utilizing
biosensors and artificial intelligence algorithms for volatile
organic compound (VOC) analysis.
Pursuant
to the Agreement, upon the closing, ABI will issue 100,000,000
shares of common stock at $0.20 per share to Ainos in exchange for
certain patent assignments. The
issuance of these shares to Ainos will require an increase in the
number of the Company’s authorized shares of common stock. If
the transactions contemplated by the Agreement close, Ainos is
anticipated to become ABI’s majority shareholder and will
have the right to designate a new Board of Directors and the
Company’s name will also be changed to “Ainos,
Inc.”
The
closing of the transactions contemplated by the Agreement is
contingent upon satisfaction of certain conditions including the
approval of the terms of the Agreement by ABI’s shareholders.
Under the terms of the Agreement, the Company will file a proxy
statement or information statement, which shall include the
recommendation of the Company’s Board of Directors that the
Company’s shareholders approve the Agreement and authorize
the transactions contemplated thereby.
The
Agreement is intended to be part of a broader strategic transaction
to augment the Company’s business growth whereby Ainos is
expected to contribute additional resources to the Company,
including a new product line of novel POCT rapid test kits and
potentially working capital in the form of a loan, convertible
notes, or acquiring other debt or equity securities of the
Company.
“We
are delighted to have Ainos as a strategic investor. We believe
this transaction will unite our capabilities to spearhead
innovation in medical diagnostics and accelerate the
Company’s path to product commercialization,” said
Stephen T. Chen, Chairman & CEO of ABI.
Commenting
on the transaction, Ainos’ President, Mr. Chun Hsien Tsai
said: “This transaction is an important and exciting moment
for Ainos. ABI presents Ainos with a unique opportunity to further
develop its corporate business platform, and we look forward to
working with ABI to assist in taking the Company to the next level
in terms of growth and expansion.”
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
press release 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:
●
the risk that one
or more closing conditions to the transaction may not be satisfied
or waived, on a timely basis or otherwise;
●
the failure to
obtain shareholder approval;
●
the risk that the
transaction does not close when anticipated, or at
all;
●
matters arising in
connection with the parties’ efforts to comply with and
satisfy applicable regulatory approvals and closing conditions
relating to the transaction;
●
there may be a
material adverse change of the Company, or its business may suffer
as a result of uncertainty surrounding the
transaction;
●
the transaction may
involve unexpected costs, liabilities, or delays;
●
the Company’s
limited cash and history of losses;
●
the Company’s
ability to achieve profitability;
●
heated competition
and rapidly advancing technology in the Company’s industry
that may outpace its technology;
●
customer demand for
the products and services the Company develops;
●
the impact of
competitive or alternative products, technologies and
pricing;
●
the Company’s
ability to manufacture any products it develops;
●
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;
●
the Company’s
ability to obtain adequate financing in the future;
●
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;
●
lawsuits and other
claims by third parties or investigations by various regulatory
agencies governing the Company’s operations;
●
our success in
managing the risks involved in the foregoing items.
Any
forward-looking statement made by us in this press release 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 press release 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.
About Ainos, Inc.
Ainos,
Inc. is a Cayman Islands registered company with offices in Taiwan.
The company is a subsidiary of Taiwan Carbon Nano Technology
Corporation (TCNT) Group, a pioneer in the advanced material
industry, specializing in carbon nanotube and graphene. Ainos
develops and manufactures biosensors and diagnostic point-of-care
testing (POCT) rapid test kits that include diagnostics for
COVID-19 (SARS CoV2 Antigen Rapid Test), pneumonia, vaginal
infection and helicobacter pylori (H. pylori) bacterial infection.
Ainos POCT delivers test results rapidly. Powered by a
market-leading volatile organic compound (VOC) AI algorithm and
biosensors manufactured with advanced semiconductor technology,
testing with Ainos POCT only requires volatile organic compounds
from sources including breath. Ainos POCT offers companion mobile
apps, creating new opportunities for telehealth community. The
company is also engaged in the integration of existing
semiconductor technology and carbon diagnostic technology to
establish standardized AI related sensor components—which can
be deployed in the fields of biomedicine, IOT (Internet of Things)
and Big Data. Ainos owns nearly 30 technical inventions patent(s)
with various applications in consumer healthcare and medical device
products.
About Amarillo Biosciences, Inc.
Amarillo
Biosciences, Inc. (ABI) is a diversified healthcare company engaged
in the discovery and development of pharmaceutical and biotech
products. Our goal is to introduce novel products that
actively stimulate and rejuvenate the human body to combat disease
and enhance the ability to heal. We engage in the advancement
of low-dose non-injectable interferon as a therapeutic treatment
for numerous indications such as thrombocytopenia,
Sjögren’s syndrome, hepatitis C virus (HCV) and
influenza. ABI primarily operates through three
divisions: Pharmaceutical, Medical and Consumer. The
Pharmaceutical division leverages a proprietary library of over a
hundred scientific and clinical data studies on various human and
animal applications of low-dose interferon, for patent licensing
and commercialization opportunities with global partners. The
Medical division is focused on developing an innovative,
state-of-the-art technology to treat metabolism related diseases
such as Type 1 and Type 2 diabetes in Asia. The Consumer
division includes a range of nutraceutical and food supplement
products that utilize our unique liposomal delivery systems.
ABI currently has offices in the United States and
Taiwan.
Contact:
Company
Amarillo
Biosciences, Inc.
Lawrence
Lin
(806)
376-1741
llin@amarbio.com