Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE - Ainos, Inc. | amar_ex99-1.htm |
| EX-10.1B - LEGAL RETAINER AGREEMENT BETWEEN JOHN JUNYONG LEE AND AINOS, INC., EFFECTIVE AUG - Ainos, Inc. | amar_ex10-1b.htm |
| EX-10.1A - EMPLOYMENT AGREEMENT BY AND BETWEEN LAWRENCE K. LIN AND AINOS, INC. EFFECTIVE AU - Ainos, Inc. | amar_ex10-1a.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): August 11,
2021
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AINOS, INC
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(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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8880 Rio San Diego Drive, Ste. 800, San Diego, CA
92108
(858) 869-2986
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(Address and telephone number, including area code, of registrant's
principal executive offices)
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AMARILLO BIOSCIENCES, INC.
(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.
Item 5.02 is incorporated herein by this reference.
Item 5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The
Board of Directors by Unanimous Written Consent approved the
following corporate actions on August 11, 2021:
a.
Mr. Chun-Hsien Tsai resigned as Chief Financial
Officer (CFO) and the vacancy was filled by the election of his
successor, Ms. Hui-Lan (Celia)
Wu.
b.
Ms. Hui-Lan (Celia) Wu, age 61, was elected to serve as the
CFO of the Company. She has nearly thirty years of
accounting, audit and management consulting
experience.
Before joining Ainos, Celia was a partner at KPMG Taiwan
where she provided audit services to private and public
companies in the technology, medical and chemical material sectors.
Celia has mentored startup companies at the Center of Industry
Accelerator and Patent Strategy at the National Yang Ming
Chiao Tung University. She has devoted herself to promote impact
investing in Taiwan. Celia received her Executive MBA
from National Yang Ming Chiao Tung University and is a
Certified Public Accountant in Taiwan and China.
c.
Mr. Lawrence K.
Lin, age 51, was elected to serve as Executive Vice President of
Operations of the Company. The Board also approved an Employment
Agreement with Mr. Lin effective August 1, 2021 (“Lin
Agreement”). The Lin Agreement is effective for three (3)
years and may be extended for an additional (2) years on the same
terms and conditions upon mutual agreement of the Parties. Under
the Lin Agreement, Mr. Lin will receive a monthly salary of Twelve
Thousand Dollars ($12,000), options for 500,000 shares in the
Company’s 2018 Officers, Directors, Employees and Consultants
Non-Qualified Stock Option Plan, and a bonus of 10,000 shares in
the Company’s common stock upon the Company’s
successful listing on a Major National Exchange, and normal and
customary benefits available to the Company’s employees.
The foregoing summary of the terms and
conditions of the Agreement is not complete and is qualified in its
entirety by reference to the full text of the Lin Agreement, which
is filed herewith as Exhibit 10.1(a) and incorporated herein by
reference.
Prior
to his appointment as Executive Vice President, Mr. Lin served as
Executive Advisor to the Chairman of the Company. Mr. Lin brings more
than 30 years of global cross-border strategic management
consulting and financial investment experience at leading
institutional corporates such as Andersen Consulting, Salomon Smith
Barney, and Credit Suisse First Boston. Mr. Lin has
managed investment assets across several geographical locations
including the U.S., China and Taiwan and advised on many private
capital and structured public equity transactions for issuers in
real estate, healthcare and consumer sectors. He spent
nearly 15 years as an entrepreneur managing an independent
Shanghai-based advisory and merchant banking practice where he
completed numerous corporate acquisition and investment financing
advisory mandates. Mr. Lin has a dual MBA in Finance &
International Business from New York University- Stern School of
Business.
d.
Mr. John Junyong
Lee, Esq. age 54, was re-appointed as Chief Legal Counsel and
Corporate Secretary of the Company. The Board also approved a Legal
Retainer Agreement between the Company and Mr. Lee, effective
August 1, 2021 (“Lee Agreement”). The Lee Agreement is
effective for one (1) years and provides for the following legal
compensation: cash payment in the amount of $250.00 per hour and
in-kind payment of the Company’s common stock at $300.00 per
hour. The foregoing summary of the
terms and conditions of the Agreement is not complete and is
qualified in its entirety by reference to the full text of the Lee
Agreement, which is filed herewith as Exhibit 10.1(b) and
incorporated herein by reference.
e.
Mr. Chih-Heng
(Jack) Lu, age 41, was appointed as Corporate Secretary to serve
the Board and Company’s Taiwan Branch Office.
Mr.
Lu concurrently serves as the Director of Corporate Development for
the Company. He previously served as Chief Financial Officer of
Taiwan Carbon Nano Technology Co., and as Director of Daiwa Capital
Markets and Director of CIMB Group, Royal Bank of Scotland, and ABN
AMRO.
Item
7.01
Regulation FD Disclosure
On August 16, 2021, the Company issued a
press release relating to the subject matter of this Form
8-K. 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.
The
following exhibits are filed as part of this report:
(d) Exhibits
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Exhibit No.
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Description
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Employment
Agreement by and between Lawrence K. Lin and Ainos, Inc. effective
August 1, 2021 (“Lin Agreement”).
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Legal
Retainer Agreement between John Junyong Lee and Ainos, Inc.,
effective August 1, 2021 (“Lee
Agreement”).
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Press
Release
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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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Ainos, Inc.
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Date:
August 16, 2021
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By:
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/s/
Chun-Hsien Tsai
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Name:
Chun-Hsien Tsai
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Title:
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Employment
Agreement by and between Lawrence K. Lin and Ainos, Inc. effective
August 1, 2021 (“Lin Agreement”).
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Legal Retainer
Agreement between John Junyong Lee and Ainos, Inc., effective
August 1, 2021 (“Lee Agreement”).
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Press
Release
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