UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

 

FORM 10-Q/A

_____________________________________________

 

(Mark One)

 

    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2023

 

or

 

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission File No. 0-20791

_____________________________________________

 

AINOS, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________

 

Texas

 

75-1974352

(State or other jurisdiction

of incorporation or organization)

 

(IRS Employer

Identification No.)

 

 

 

8880 Rio San Diego Drive, Ste. 800, San Diego, CA 92108

(858) 869-2986

(Address and telephone number, including area code, of registrant's principal executive offices)

_____________________________________________

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

AIMD

 

The Nasdaq Stock Market LLC

Warrants to purchase Common Stock

 

AIMDW

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☒ No

 

20,292,624 shares of common stock, par value $0.01 per share, outstanding as of November 9, 2023

 

 

 

 

AINOS, INC.

INDEX

 

 

 

 

PAGE NO.

 

PART I:

FINANCIAL INFORMATION

 

 

 

ITEM 1.

Financial Statements

 

3

 

 

Condensed Balance Sheets– September 30, 2023 and December 31, 2022 (unaudited)

 

3

 

 

Condensed Statements of Operations – Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)

 

4

 

 

Condensed Statements of Comprehensive Loss – Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)

 

5

 

 

Condensed Statements of Stockholders’ Equity– Three Months Ended September 30, 2023 and 2022 (unaudited)

 

6

 

 

Condensed Statements of Stockholders’ Equity– Nine Months Ended September 30, 2023 and 2022 (unaudited)

 

7

 

 

Condensed Statements of Cash Flows – Nine Months Ended September 30, 2023 and 2022 (unaudited)

 

8

 

 

Notes to Condensed Financial Statements (unaudited)

 

9

 

ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

19

 

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

 

24

 

ITEM 4.

Controls and Procedures

 

24

 

 

 

 

 

 

PART II:

OTHER INFORMATION

 

 

 

ITEM 1.

Legal Proceedings

 

25

 

ITEM 2.

Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

25

 

ITEM 3.

Defaults Upon Senior Securities

 

25

 

ITEM 4.

Mine Safety Disclosures

 

25

 

ITEM 5.

Other Information

 

25

 

ITEM 6.

Exhibits

 

26

 

Signatures

 

27

 

 

 
2

Table of Contents

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

Ainos, Inc.

Condensed Balance Sheets

(Unaudited)

 

 

 

September 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$2,370,963

 

 

$1,853,362

 

Accounts receivable (including amounts of related party of nil and $177,595 as of September 30, 2023 and December 31,2022, respectively)

 

 

162

 

 

 

201,546

 

Inventory, net

 

 

217,328

 

 

 

595,222

 

Other current assets

 

 

451,698

 

 

 

195,787

 

Total current assets

 

 

3,040,151

 

 

 

2,845,917

 

Intangible assets, net

 

 

29,422,937

 

 

 

32,806,738

 

Property and equipment, net

 

 

1,161,482

 

 

 

1,375,676

 

Other assets

 

 

235,215

 

 

 

80,683

 

Total assets

 

$33,859,785

 

 

$37,109,014

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Contract liabilities

 

$111,717

 

 

$-

 

Convertible notes payable, related party

 

 

-

 

 

 

376,526

 

Other notes payable, related party

 

 

42,000

 

 

 

884,000

 

Accrued expenses and others current liabilities

 

 

665,768

 

 

 

1,212,386

 

Total current liabilities

 

 

819,485

 

 

 

2,472,912

 

Convertible notes payable - noncurrent (including amounts of related party of $2,000,000 and nil as of September 30, 2023 and December 31, 2022, respectively)

 

 

3,000,000

 

 

 

-

 

Senior secured convertible notes measured at fair value

 

 

2,000,000

 

 

 

-

 

Other notes payable, related party - noncurrent

 

 

270,000

 

 

 

-

 

Other long-term liabilities

 

 

89,333

 

 

 

8,096

 

Total liabilities

 

 

6,178,818

 

 

 

2,481,008

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued

 

 

 

 

 

 

 

 

Common stock, $0.01 par value; 300,000,000 shares authorized as of September 30, 2023 and December 31, 2022, 20,292,624 and 20,011,602 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

 

 

202,926

 

 

 

200,116

 

Additional paid-in capital

 

 

59,763,987

 

 

 

58,745,149

 

Accumulated deficit

 

 

(31,961,654)

 

 

(24,115,606)

Translation adjustment

 

 

(324,292)

 

 

(201,653)

Total stockholders’ equity

 

 

27,680,967

 

 

 

34,628,006

 

Total liabilities and stockholders’ equity

 

$33,859,785

 

 

$37,109,014

 

 

See accompanying notes to condensed financial statements.

  

 
3

Table of Contents

 

Ainos, Inc.

Condensed Statements of Operations

(Unaudited)

 

 

 

Three months ended

September 30,

 

 

Nine months ended

September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues (including amounts of related party of $21,224 and $1,506,225 for the three months ended September 30, 2023 and 2022, and $33,765 and $1,988,150 for the nine months ended September 30, 2023 and 2022, respectively)

 

$24,489

 

 

$1,757,774

 

 

$102,208

 

 

$2,481,602

 

Cost of revenues (including amounts of related party of $39,523 and $732,765 for the three months ended September 30, 2023 and 2022, and $86,158 and $1,603,169 for the nine months ended September 30, 2023 and 2022, respectively)

 

 

(87,873)

 

 

(1,176,032)

 

 

(244,538)

 

 

(1,536,074)

Gross (loss) profit

 

 

(63,384)

 

 

581,742

 

 

 

(142,330)

 

 

945,528

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses (including amounts of related party of $135,606 and $115,912 for the three months ended September 30, 2023 and 2022, and $287,802 and $490,082 for the nine months ended September 30, 2023 and 2022, respectively)

 

 

1,710,265

 

 

 

1,834,786

 

 

 

5,080,335

 

 

 

5,047,096

 

Selling, general and administrative expenses

 

 

902,017

 

 

 

6,569,227

 

 

 

2,282,631

 

 

 

7,748,060

 

Total operating expenses

 

 

2,612,282

 

 

 

8,404,013

 

 

 

7,362,966

 

 

 

12,795,156

 

Loss from operations

 

 

(2,675,666)

 

 

(7,822,271)

 

 

(7,505,296)

 

 

(11,849,628)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating (expenses) income, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(44,267)

 

 

(9,821)

 

 

(93,852)

 

 

(45,304)

Other income, net

 

 

5,054

 

 

 

10,336

 

 

 

14,067

 

 

 

19,250

 

Issuance cost of convertible note measured at fair value

 

 

(260,967)

 

 

-

 

 

 

(260,967)

 

 

-

 

Total non-operating (expenses) income, net

 

 

(300,180)

 

 

515

 

 

 

(340,752)

 

 

(26,054)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before income taxes

 

 

(2,975,846)

 

 

(7,821,756)

 

 

(7,846,048)

 

 

(11,875,682)

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

$(2,975,846)

 

$(7,821,756)

 

$(7,846,048)

 

$(11,875,682)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share - basic and diluted

 

$(0.15)

 

$(0.51)

 

$(0.39)

 

$(1.03)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares used in computing net loss per common share-basic and diluted

 

 

20,292,624

 

 

 

15,301,396

 

 

 

20,134,340

 

 

 

11,538,013

 

 

See accompanying notes to condensed financial statements.

 

 
4

Table of Contents

 

Ainos, Inc.

Condensed Statements of Comprehensive Loss

(Unaudited)

 

 

 

Three months ended

September 30,

 

 

Nine months ended

September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(2,975,846)

 

$(7,821,756)

 

$(7,846,048)

 

$(11,875,682)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Translation adjustment

 

 

(78,833)

 

 

(57,674)

 

 

(122,639)

 

 

(281,420)

Comprehensive loss

 

$(3,054,679)

 

$(7,879,430)

 

$(7,968,687)

 

$(12,157,102)

 

See accompanying notes to condensed financial statements.

 

 
5

Table of Contents

 

Ainos, Inc.

Condensed Statements of Stockholders’ Equity 

For the three months ended September 30, 2023 and 2022

(Unaudited)

 

 

Preferred Stock

 

 

Common Stock

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Accumulated

Other

Comprehensive

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Loss

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2023

 

 

-

 

 

$-

 

 

 

20,292,624

 

 

$202,926

 

 

$59,423,678

 

 

$(28,985,808)

 

$(245,459)

 

$30,395,337

 

Warrants issued in connection with secured convertible note payable

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

15,467

 

 

 

-

 

 

 

-

 

 

 

15,467

 

Share-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

324,842

 

 

 

-

 

 

 

-

 

 

 

324,842

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,975,846)

 

 

-

 

 

 

(2,975,846)

Translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(78,833)

 

 

(78,833)

Balance at September 30, 2023

 

 

-

 

 

$-

 

 

 

20,292,624

 

 

$202,926

 

 

$59,763,987

 

 

$(31,961,654)

 

$(324,292)

 

$27,680,967

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2022

 

 

-

 

 

$-

 

 

 

9,625,133

 

 

$96,251

 

 

$20,290,857

 

 

$(14,162,842)

 

$(217,946)

 

$6,006,320

 

Issuance of stock upon offering, net of issuance cost

 

 

-

 

 

 

-

 

 

 

780,000

 

 

 

7,800

 

 

 

1,772,404

 

 

 

-

 

 

 

-

 

 

 

1,780,204

 

Conversion of convertible notes payable to common stock

 

 

-

 

 

 

-

 

 

 

9,073,137

 

 

 

90,732

 

 

 

30,352,227

 

 

 

-

 

 

 

-

 

 

 

30,442,959

 

Share-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,076,017

 

 

 

-

 

 

 

-

 

 

 

6,076,017

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,821,756)

 

 

-

 

 

 

(7,821,756)

Translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(57,674)

 

 

(57,674)

Balance at September 30, 2022

 

 

-

 

 

$-

 

 

 

19,478,270

 

 

$194,783

 

 

$58,491,505

 

 

$(21,984,598)

 

$(275,620)

 

$36,426,070

 

 

See accompanying notes to condensed financial statements.

 

 
6

Table of Contents

 

Ainos, Inc.

Condensed Statements of Stockholders’ Equity 

For the nine months ended September 30, 2023 and 2022

(Unaudited)

 

 

Preferred Stock

 

 

Common Stock

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Accumulated

Other

Comprehensive

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Loss

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2022

 

 

-

 

 

$-

 

 

 

20,011,602

 

 

$200,116

 

 

$58,745,149

 

 

$(24,115,606)

 

$(201,653)

 

$34,628,006

 

Issuance of stock in exchange of vehicle

 

 

-

 

 

 

-

 

 

 

61,157

 

 

 

612

 

 

 

47,947

 

 

 

-

 

 

 

-

 

 

 

48,559

 

Conversion of convertible notes payable to common stock

 

 

-

 

 

 

-

 

 

 

93,333

 

 

 

933

 

 

 

273,856

 

 

 

-

 

 

 

-

 

 

 

274,789

 

Issuance of stock to settle vested RSUs

 

 

-

 

 

 

-

 

 

 

126,532

 

 

 

1,265

 

 

 

(1,265)

 

 

-

 

 

 

-

 

 

 

-

 

Warrants issued in connection with senior secured convertible note payable

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

15,467

 

 

 

-

 

 

 

-

 

 

 

15,467

 

Share-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

682,833

 

 

 

-

 

 

 

-

 

 

 

682,833

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,846,048)

 

 

-

 

 

 

(7,846,048)

Translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(122,639)

 

 

(122,639)

Balance at September 30, 2023

 

 

-

 

 

$-

 

 

 

20,292,624

 

 

$202,926

 

 

$59,763,987

 

 

$(31,961,654)

 

$(324,292)

 

$27,680,967

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2021

 

 

-

 

 

$-

 

 

 

9,625,133

 

 

$96,251

 

 

$20,203,972

 

 

$(10,108,916)

 

$5,800

 

 

$10,197,107

 

Issuance of stock upon offering, net of issuance cost

 

 

-

 

 

 

-

 

 

 

780,000

 

 

 

7,800

 

 

 

1,772,404

 

 

 

-

 

 

 

-

 

 

 

1,780,204

 

Conversion of convertible notes payable to common stock

 

 

-

 

 

 

-

 

 

 

9,073,137

 

 

 

90,732

 

 

 

30,352,227

 

 

 

-

 

 

 

-

 

 

 

30,442,959

 

Share-based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,162,902

 

 

 

-

 

 

 

-

 

 

 

6,162,902

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(11,875,682)

 

 

-

 

 

 

(11,875,682)

Translation adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(281,420)

 

 

(281,420)

Balance at September 30, 2022

 

 

-

 

 

$-

 

 

 

19,478,270

 

 

$194,783

 

 

$58,491,505

 

 

$(21,984,598)

 

$(275,620)

 

$36,426,070

 

 

See accompanying notes to condensed financial statements.

 

 
7

Table of Contents

 

Ainos, Inc.

Condensed Statements of Cash Flows

(Unaudited)

 

 

 

Nine months ended

September 30,

 

 

 

    2023

 

 

    2022

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$(7,846,048)

 

$(11,875,682)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

3,653,746

 

 

 

3,608,080

 

Loss on inventory write-downs

 

 

120,931

 

 

 

-

 

Share-based compensation expense

 

 

682,833

 

 

 

6,162,902

 

Issuance cost of convertible note measured at fair value

 

 

260,967

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

201,384

 

 

 

(400,198)

Inventory

 

 

6,812

 

 

 

(698,295)

Other current assets

 

 

(757)

 

 

313,792

 

Accrued expenses and other current and long-term liabilities

 

 

(499,102)

 

 

483,660

 

Operating lease liabilities

 

 

(14,237)

 

 

(14,896)

Contract liabilities

 

 

111,717

 

 

 

-

 

Net cash used in operating activities

 

 

(3,321,754)

 

 

(2,420,637)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(107,867)

 

 

(669,792)

Increase in refundable deposits

 

 

(9,661)

 

 

4,713

 

Net cash used in investing activities

 

 

(117,528)

 

 

(665,079)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from convertible notes payable

 

 

1,000,000

 

 

 

550,000

 

Proceeds from convertible notes payable, related party

 

 

2,000,000

 

 

 

850,000

 

Proceeds from other notes payable, related party

 

 

-

 

 

 

800,000

 

Proceeds from senior secured convertible notes payable

 

 

2,000,000

 

 

 

-

 

Repayments of convertible notes payable, related party

 

 

(114,026)

 

 

-

 

Repayments of other notes payable, related party

 

 

(572,000)

 

 

(129,405)

Net proceeds from Uplisting in Nasdaq

 

 

-

 

 

 

1,780,204

 

Payments of issuance cost of convertible note measured at fair value

 

 

(290,000

 

 

-

 

Net cash provided by financing activities

 

 

4,023,974

 

 

 

3,850,799

 

Effect from foreign currency exchange

 

 

(67,091)

 

 

(99,435)

Net increase in cash and cash equivalents

 

 

517,601

 

 

 

665,648

 

Cash and cash equivalents at beginning of period

 

 

1,853,362

 

 

 

1,751,499

 

Cash and cash equivalents at end of period

 

$2,370,963

 

 

$2,417,147

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$16,897

 

 

$1,872

 

Noncash financing and investing activities

 

 

 

 

 

 

 

 

Purchase of equipment and intangible assets by issuing convertible notes payable to a related party

 

 

-

 

 

$26,000,000

 

Conversion of convertible notes payable to common stock and accrued interest waived or converted by convertible note holders

 

$274,789

 

 

$30,442,959

 

Issuance of common stock in exchange of motor vehicle

 

$48,559

 

 

 

-

 

Payable for purchase of equipment

 

$107,867

 

 

$669,792

 

 

See accompanying notes to the condensed financial statements.

 

 
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Ainos, Inc.

Notes to Condensed Financial Statements

(Unaudited)

 

1. Description of Business  

 

Organization and Business  

 

Ainos, Inc. (the “Company”), incorporated in the State of Texas, is a diversified healthcare company focused on the development of novel point-of-care testing (the “POCT”), therapeutics based on very low-dose interferon alpha (the “VELDONA”), and synthetic RNA-driven preventative medicine. The Company’s products include VELDONA clinical-stage human therapeutics, VELDONA Pet cytoprotein supplements, and telehealth-friendly POCTs powered by its AI Nose technology platform.  

 

The Company’s POCT platforms aim to provide connected, rapid and convenient testing of a broad range of health conditions. Building on its extensive research and development on VELDONA, the Company is focused on commercializing a suite of VELDONA-based products including VELDONA Pet cytoprotein supplements and human related VELDONA therapeutics.  

 

In 2021 and 2022, the Company acquired intellectual property from controlling shareholder, Ainos Inc., a Cayman Islands corporation (“Ainos KY”), and continues to expand its product portfolio into POCTs.  Pivoting from the sales of COVID-19 POCT, the Company is commercializing POCTs that detect volatile organic compounds (the “VOC”) emitted by the body, powered by the Company’s AI Nose technology platform. The Company’s lead VOC POCT candidate, Ainos Flora, aims to quickly and easily test female vaginal health and certain common sexually transmitted infections (the “STIs”).

 

Underwritten Public Offering

 

The Company’s registration statement related to its underwritten public offering (the “Offering”) was declared effective on August 8, 2022, and the Company’s common stock and warrants began trading on the Nasdaq Capital Market (the “Nasdaq”) on August 9, 2022 under the trading symbols “AIMD” and “AIMDW”, respectively. The Company completed its underwritten public offering of an aggregated 780,000 units at a public offering price of $4.25 per unit. Each unit issued in the offering consisted of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $4.25.

 

In connection with the Offering, the Company’s board of directors on April 29, 2022 and its shareholders on May 16, 2022 approved a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock prior to the effective date of the Offering.  The par value and authorized shares of the Company’s common stock were not adjusted as a result of the Reverse Stock Split. All issued and outstanding common stock, restricted stock units (RSUs), outstanding convertible notes, warrants and options to purchase common stock and per share amounts contained in the financial statements have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented.

 

The Company filed a Certificate of Amendment to its Restated Certificate of Formation with the Secretary of State of Texas on August 8, 2022 that effectuated the Reverse Stock Split.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (the “GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed financial statements should be read in conjunction with the financial statements and notes included in the Company’s audited financial statements as of and for the year ended December 31, 2022 contained in the Annual Report on Form 10-K filed with the SEC on April 3, 2023.

 

In the opinion of management, the accompanying condensed financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending December 31, 2023, or any other period.

 

 
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There have been no material changes to the Company’s significant accounting policies as described in the audited financial statements as of December 31, 2022.

 

Use of Estimates

 

The preparation of condensed financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosures as of the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on various factors, including historical experience, and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Significant items subject to estimates and assumptions include useful lives of property and equipment, valuation of stock option, warrants and convertible notes measured at fair value, and impairment testing of intangible assets. Actual results may differ from these estimates.

 

Liquidity

 

As of September 30, 2023, the Company had cash and cash equivalents of $2,370,963. The Company plans to finance its operations and development needs with its existing cash and cash equivalents, additional equity and/or debt financing arrangements, and expected revenue primarily from the sale of VELDONA Pet cytoprotein supplements to support the Company’s clinical trial activities, largely in connection with Ainos Flora and human related VELDONA therapeutics. There can be no assurance that the Company will be able to obtain additional financing on terms acceptable to the Company, on a timely basis, or at all. If the Company is not able to obtain sufficient funds on acceptable terms when needed, the Company’s business, results of operations, and financial condition could be materially adversely impacted.

 

For the nine months ended September 30, 2023, the Company generated a net loss of $7,846,048. The Company expects to continue incurring development expenses for the next twelve months as the Company advances Ainos Flora and VELDONA therapeutics for humans through clinical development until regulatory approval is received and the sales and marketing of the products is authorized.

 

The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net operating losses in every year since inception and has an accumulated deficit as of September 30, 2023 of $31,961,654 and expects to incur additional losses and negative operating cash flows for at least the next twelve months. The Company’s ability to meet its obligations is dependent upon its ability to generate sufficient cash flows from operations and future financing transactions. Although management expects the Company will continue as a going concern, there is no assurance that management’s plans will be successful since the availability and amount of such funding is not certain. Accordingly, substantial doubt exists about the Company’s ability to continue as a going concern for at least one year from the issuance of these financial statements. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

Segments

 

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information prepared on the basis of accounting policy disclosed in its annual financial statement for purposes of making operating decisions, allocating resources, and evaluating financial performance of the Company. As such, the Company has determined that it operates as one operating segment.

 

Impairment of Intangible Assets

 

The Company reviews its definite-lived intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. When such events occur, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the carrying value of the asset or asset group. If impairment exists, the assets are written down to their estimated fair value. No impairment of definite-lived intangible and long-lived assets was recorded for the three and nine months ended September 30, 2023 and 2022.

 

 
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Fair Value Option

 

ASC 825-10, Financial Instruments, provides a fair value option (the “FVO”) election that allows companies an irrevocable election to use fair value as the initial and subsequent accounting measurement attribute for certain financial assets and liabilities. ASC 825-10 permits entities to elect to measure eligible financial assets and liabilities at fair value on an ongoing basis. Unrealized gains and losses on items for which the FVO has been elected are reported in earnings, except for the effect of changes in own credit, which are recognized in other comprehensive income/loss. The decision to elect the FVO is determined on an instrument-by-instrument basis, must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to ASC 825-10 are required to be reported separately from those instruments measured using another accounting method.

 

The Company elected to account for the senior secured convertible notes issued to Lind Global Fund II LP (the “Lind Note”) using FVO, which allows for valuing the Lind Note at fair value in its entirety versus bifurcation of the embedded derivatives (see Note 5). The fair value of the Lind Note is determined using a binomial lattice valuation model, which is widely used for valuing convertible notes. The significant assumptions used in the model is volatility of the Company's common stock. If different assumptions are used, the fair value of the convertible notes and the change in estimated fair value could be materially different. A significant increase in the volatility of the market price of the Company’s common stock, in isolation, would result in a significantly higher fair value; and a significant decrease in volatility would result in a significantly lower fair value.

 

Recent Accounting Pronouncements Adopted

 

On January 1, 2023, the Company adopted Accounting Standards Update (the “ASU”) 2016-13 (the “ASU 2016-13”), Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which the Financial Accounting Standards Board (the “FASB”) issued in June 2016. The new standard changes the accounting for credit losses for financial assets and certain other instruments, including trade receivables and contract assets that are not measured at fair value through net income. Under legacy standards, the Company recognizes an impairment of receivables when it was probable that a loss had been incurred. Under the new standard pursuant to ASU 2016-13, the Company is required to recognize estimated credit losses expected to occur over the estimated life or remaining contractual life of an asset (which includes losses that may be incurred in future periods) using a broader range of information including reasonable and supportable forecasts about future economic conditions. The guidance is effective for smaller reporting companies (the “SRC”) as defined by the SEC for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years with early adoption permitted. The Company’s adoption of this new guidance did not have a material impact on the Company’s financial statements and related disclosure.

 

On January 1, 2023, the Company early adopted ASU 2020-06 (the “ASU 2020-06”), Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 as issued by FASB in August 2020 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for SRC’s fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company’s early adoption of this new guidance did not have a material impact on its financial statements and related disclosures.

 

Accounting Standards Issued but Not Yet Adopted

 

No other new accounting pronouncement issued or effective has had, or is expected to have, a material impact on the Company’s financial statements.

 

3. Cash and Cash Equivalents

 

As of September 30, 2023 and December 31, 2022, cash and cash equivalents consist of cash on hand and cash in bank which is potentially subject to concentration of credit risk. Such balance is maintained at financial institutions that management determines to be of high-credit quality. Cash accounts at each institution are insured by the Federal Deposit Insurance Corporation in the U.S.A or Central Deposit Insurance Corporation in Taiwan up to certain limits. At times, such deposits may be in excess of the insurance limit. The Company has not experienced any losses on its deposits.

 

 
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4. Inventory

 

Inventory stated at cost, net of reserve, consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Raw materials

 

$83,096

 

 

$393,253

 

Work in process

 

 

35,110

 

 

 

111,119

 

Finished goods

 

 

99,122

 

 

 

90,850

 

Total

 

$217,328

 

 

$595,222

 

 

Inventory write-downs to estimated net realizable values were $63,457 and $120,931 for the three and nine months ended September 30, 2023, respectively, compared to nil for the three and nine months ended September 30, 2022.

 

The Company identified certain raw material that could be used for research and development of new POCT products and reclassified $255,000 of inventory to research and development material presented as part of the other current assets during the three months ended September 30, 2023.

 

As of September 30, 2023 and December 31, 2022, the inventory consisted of $133,707 and nil, related to the Company’s new product sales launch of VELDONA Pet cytoprotein supplements during the three months ended September 30, 2023.

 

5. Convertible Notes Payable and Other Notes Payable

 

As of September 30, 2023 and December 31, 2022, the respective notes payable were as follows:

 

 

 

September 30,

2023

 

 

December 31,

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

 

 

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) - fair value

 

 

2,000,000

 

 

 

-

 

 

 

$5,312,000

 

 

$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 $2.52 or $2.81 per share. The Chen Note bore an interest rate of 0.75% or 0.65%. During the nine months ended September 30, 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 93,333 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 were issued to Ainos KY, the controlling shareholder of the Company, 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 nine months ended September 30, 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 September 30, 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.

 

 
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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. (the “ASE Note”)

 

Pursuant to the one of the aforementioned agreements, ASE Test, Inc., 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 September 30, 2023, the Company received $2,000,000 in cash upon achieving pre-defined business milestones, including the $500,000 of the Third Tranche on September 12, 2023.

 

 

Convertible Note Issued to Li-Kuo Lee (the “Lee Note”)

 

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 September 30, 2023, the Company received the full amount of the payment.

 

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 $1.50 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 three and nine months ended September 30, 2023 were $41,227 and $86,151, respectively, compared with the three and nine months ended September 30, 2022 of $10,733 and $45,219, respectively. As of September 30, 2023 and December 31, 2022, the unpaid accrued interest expense was $92,248 and $35,282, respectively, among which $89,333 and nil was long-term liabilities, respectively.

 

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 principal 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 2,304,147 shares of common stock at an exercise price of $0.90 per share of common stock (the “Lind Warrant”) for a cash amount of $2,000,000. The Lind Note does not bear any interest and matures on March 28, 2025. The SPA further provides an additional $1,000,000 of funding to the Company after certain conditions are met including a resale Registration Statement is declared effective by the deadline. The aggregate principal amount will be increased to $3,540,000.

 

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 $1.50 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.

 

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.

 

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 issuance cost related to the first tranche of $2,000,000 of the Lind Note, including a commitment fee charged by Lind, placement agent fee and warrants, and legal fees is $260,967, which is expensed off due to FVO election. $182,000 of the remaining insurance cost related to the future funding of $8,000,000 offered by the SPA is deferred as other assets on the balance sheet and will be expensed off upon each closing or when the Company does not expect to complete the remaining funding.

 

 
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6. Stockholders’ Equity

 

Common Stock

 

During the nine months ended September 30, 2023, the Company issued 281,022 shares of common stock as a result of delivering 126,532 shares to settle vested RSUs, 93,333 shares for the conversion of Chen Note (see Note 5), and 61,157 shares in exchange for a motor vehicle with a related party (see Note 11). As of September 30, 2023, there were 20,292,624 shares of common stock legally issued and outstanding.  

 

As a result of the Lind private placement, the Company reserved up to 10,200,000 shares of common stock to be issued upon exercise of conversion of the Lind Note and warrants issued in connection with the private placement.

 

Warrants

 

As of September 30, 2023 and December 31, 2022, warrants issued and outstanding in connection with financing are summarized as below:

 

 

 

September 30,

 

 

December 31,

 

(In number of shares)

 

2023

 

 

2022

 

Lind Warrant with exercise price of $0.90

 

 

2,304,147

 

 

 

-

 

Public warrant with exercise price of $4.25

 

 

897,000

 

 

 

897,000

 

Private warrant with exercise price of $4.675

 

 

39,000

 

 

 

39,000

 

Private warrant with exercise price of $1.65

 

 

53,333

 

 

 

-

 

Total

 

 

3,293,480

 

 

 

936,000

 

 

As discussed in Note 5, the Company issued the Lind Warrants on September 28, 2023 in connection with the private placement of the Lind Note. The Company further issued 53,333 shares of warrants with an exercise price of $1.65 per share to the placement agent as the agent fee. Each warrant has a contractual term of 5 years and can be exercised for the purchase of one share of common stock of the Company. The carrying amount of the Lind Warrant is nil after allocating proceeds to the Lind Note measured at fair value. The fair value of the placement agent warrant is estimated as $15,467 using the Black-Scholes Model.

 

As disclosed in Note 1, the Company issued public warrants together with common stocks in connection with its underwritten public offering effective August 8, 2022. The Company further issued private warrants to Maxim Group LLC, as representative of the underwriter pursuant to an underwriting agreement. Each warrant has a contractual term of 5 years, expiring on August 8, 2027, and can be exercised for the purchase of one share of common stock of the Company.

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (the “ASC480), and ASC 815, Derivatives and Hedging (the “ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the warrants issued in connection with the underwritten public offering and the private placement of Lind Note qualify for equity accounting treatment and are recorded as additional paid-in capital.

 

In addition, the warrant issued by the Company to i2China in 2020 in exchange for consulting services is accounted for under ASC 718, Compensation – Stock Compensation (see Note 8).

 

As of September 30, 2023, none of the warrants have been exercised nor have expired.

 

 
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7. Revenue

 

Revenue is recognized upon shipment of products based upon contractually stated pricing at standard payment terms within 30 days. The revenue generated by product sales is recognized at point in time. For the three and nine months ended September 30, 2023 and 2022, the Company generated revenue solely from sales of COVID-19 Antigen Rapid Test Kits in the Taiwan market. There was no revenue recognized from performance obligation satisfied or partially satisfied in prior periods, nor were there any unsatisfied performance obligations related to the sales of COVID-19 Test Kits as of September 30, 2023 and December 31, 2022.

 

The Company started to manufacture and ship out VELDONA Pet cytoprotein supplements to on-line and off-line distribution channels during the three months ended September 30, 2023. $111,717 of contract liabilities was recorded for the cash received in advance from the distribution channels or unsatisfied performance obligation of the sales during the three months ended September 30, 2023.  

 

8. Share-Based Compensation

 

2023 Stock Incentive Plan

 

The Company effectuated an amendment to its 2021 Stock Incentive Plan, now restated as the Company 2023 Stock Incentive Plan (the “2023 SIP” or “Plan”) which includes, among other things, a change in the number of reserved shares under the Plan.  Under the 2023 SIP, subject to a change in capital structure or a change in control, the aggregate number of shares which may be issued or transferred pursuant to awards under the Plan will be equal to up to twenty percent (20%) of shares of outstanding common stock of the Company existing as of December 31st of the previous calendar year (the “Plan Share Reserve”). Upon the effectiveness of the 2023 SIP on June 14, 2023, the aggregate number of shares which may be issued pursuant to awards under the Plan is 4,355,376 shares of common stock, including shares that remained available for grant under the 2021 Stock Incentive Plan. As of September 30, 2023, 4,351,000 shares have been granted under the 2023 SIP.

 

2021 Stock Incentive Plan

 

On September 28, 2021, the Company’s board of directors, and on May 16, 2022, its shareholders approved the 2021 Stock Incentive Plan (the “2021 SIP”). During the period from January 1, 2023 up to the date that the prior plan was superseded by the 2023 SIP, no shares were granted under the 2021 SIP.

 

2021 Employee Stock Purchase Plan

 

On September 28, 2021, the Company’s board of directors, and on May 16, 2022, its shareholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). As of September 30, 2023, no shares were issued under the 2021 ESPP.

 

Restricted Stock Units (“RSUs”)

 

RSUs entitle the recipient to be paid out an equal number of common stock shares upon vesting. The fair value of RSUs is based on market price of the underlying stock on the date of grant. A summary of the Company’s RSUs activity and related information for the three and nine months ended September 30, 2022 and for the three and nine months ended September 30, 2023 were as follows:

 

 

 

2023

 

 

2022

 

 

 

Number of

Shares

 

 

Weighted-Average Grant Date Fair Value Per Share

 

 

Number of

Shares

 

 

Weighted-Average Grant Date Fair Value Per Share

 

Unvested balance at January 1

 

 

800,000

 

 

$2.42

 

 

 

-

 

 

$-

 

RSUs granted

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

RSUs vested

 

 

(29,332)

 

$11.10

 

 

 

-

 

 

$-

 

RSUs forfeited

 

 

(38,000)

 

$1.43

 

 

 

-

 

 

$-

 

Unvested balance at March 31

 

 

732,668

 

 

$2.12

 

 

 

-

 

 

$-

 

RSUs granted

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

RSUs vested

 

*(101,100

)

 

$1.34

 

 

 

-

 

 

$-

 

RSUs forfeited

 

 

(34,850)

 

$1.27

 

 

 

-

 

 

$-

 

Unvested balance at June 30

 

 

596,718

 

 

$2.30

 

 

 

-

 

 

$-

 

RSUs granted

 

 

4,351,000

 

 

$0.69

 

 

 

621,332

 

 

$11.10

 

RSUs vested

 

 

-

 

 

$-

 

 

**(533,332

)

 

$11.10

 

RSUs forfeited

 

 

(41,100)

 

$0.78

 

 

 

-

 

 

$-

 

Unvested balance at September 30

 

 

4,906,618

 

 

$0.89

 

 

 

88,000

 

 

$11.10

 

 

* 3,900 shares of vested RSUs have not been settled by issuance of common shares to grantees as of September 30, 2023.

** 533,332 shares of vested RSUs were settled by issuance of common shares in October 2022.

 

 
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Stock Options and Warrants

 

During the three and nine months ended September 30, 2023 and 2022, no shares were granted, forfeited, expired or exercised. As of September 30, 2023, there were 36,666 shares in the form of stock options and 30,174 shares in the form of warrants outstanding, and 25,555 shares of the options and 30,174 shares of the warrants are vested and exercisable.

 

Share-Based Compensation Expense

 

Shared-based compensation expense for the three and nine months ended September 30, 2023 were $324,842 and $682,833, respectively, compared to the three and nine months ended September 30, 2022 amount of $6,076,017 and $6,162,902, respectively.

 

As of September 30, 2023, the total unrecognized compensation cost related to outstanding RSUs, stock options and warrants was $3,828,511, which the Company expects to recognize over a weighted-average period of 2.47 years.

 

9. Income Taxes

 

The Company did not record a federal, state, or foreign income tax provision or benefit for the three or nine months ended September 30, 2023 and 2022 due to the expected loss before income taxes to be incurred for the years ended December 31, 2023 and 2022, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets due to its historical deficit.

 

10. Net Loss per Common Share

 

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders:

 

 

 

 Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net loss attributable to common stockholders, basic and diluted

 

$(2,975,846)

 

$(7,821,756)

 

$(7,846,048)

 

$(11,875,682)

Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic and diluted

 

 

20,292,624

 

 

 

15,301,396

 

 

 

20,134,340

 

 

 

11,538,013

 

Net loss per share attributable to common stockholders, basic and diluted

 

$(0.15)

 

$(0.51)

 

$(0.39)

 

$(1.03)

 

 
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The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding because they would be anti-dilutive:

 

 

 

Three Months Ended

September 30,

 

 

 Nine Months Ended

September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Option and RSUs to purchase common stock

 

 

4,943,284

 

 

 

657,998

 

 

 

4,943,284

 

 

 

657,998

 

Warrants to purchase common stock

 

 

3,323,654

 

 

 

966,174

 

 

 

3,323,654

 

 

 

966,174

 

Convertible notes to purchase common stock

 

 

6,401,343

 

 

 

138,581

 

 

 

6,401,343

 

 

 

138,581

 

Total potential shares

 

 

14,668,281

 

 

 

1,762,753

 

 

 

14,668,281

 

 

 

1,762,753

 

 

11. Related Party Transactions

 

The following is a summary of related party transactions that met our disclosure threshold:

 

Asset Purchase Agreement

 

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 that included $24,886,023 for intangible intellectual property assets and $1,113,977 for equipment. 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”). Ainos KY converted all of the APA Convertible Note on or about August 8, 2022 upon the Company’s up-listing to the Nasdaq Capital Market.

 

Working Capital Advances

 

The proceeds of the Chen Note, KY Note and ASE Note (see Note 5) were used for working capital advances. The total interest expense incurred in related to the notes for the three and nine months ended September 30, 2023 were $26,103 and $52,944, respectively, compared to $10,733 and $45,219, respectively, for the three and nine months ended September 30, 2022. As of September 30, 2023 and December 31, 2022, unpaid accrued interest expenses were $59,041 and $35,282, respectively.

 

Purchase and Sales

 

Ainos COVID-19 Test Kits Sales and Marketing Agreement with Ainos KY

 

On June 14, 2021, the Company entered into an exclusive agreement with Ainos KY to serve as the master sales and marketing agent for the Ainos COVID-19 Antigen Rapid Test Kit and COVID-19 Nucleic Acid Test Kit which were developed and manufactured by Taiwan Carbon Nano Technology Corporation (the “TCNT”), a controlling shareholder of Ainos KY (the “Sales and Marketing Agreement”). On June 7, 2021, the Taiwan Food and Drug Administration (the “TFDA”) approved emergency use authorization (the “EUA”) to TCNT for the Ainos COVID-19 Antigen Rapid Test Kit sold and marketed under the “Ainos” brand in Taiwan. On June 21, 2022, the Company began marketing the Ainos SARS-CoV-2 Antigen Rapid Self-Test (together with Ainos COVID-19 Antigen Rapid Test Kit, the “COVID-19 Antigen Rapid Test Kits”) under a separate EUA issued by the TFDA to TCNT on June 13, 2022.

 

The Company incurred costs associated with manufacturing COVID-19 Antigen Rapid Test Kits by TCNT pursuant to the Sales and Marketing Agreement, totaling nil and $46,635 for the three and nine months ended September 30, 2023, respectively, compared with the amount for the three and nine months ended September 30, 2022 of $732,765 and $1,603,169, respectively.

 

Manufacturing Service Agreement with TNCT for the VELDONA Pet cytoprotein supplements

 

On August 28, 2023, the Company entered into a manufacturing service agreement with TCNT, together with another third-party vendor, to manufacture pet supplement products. The Company incurred costs totaling $39,523 for the three and nine months ended September 30, 2023.

 

As of September 30, 2023 and December 31, 2022, the accounts payable to TCNT were $3,479 and $24,365, respectively; and accounts receivable to collect prepayment for COVID-19 Antigen Rapid Test Kits were $62,120 and nil, respectively.

 

 
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Table of Contents

 

COVID-19 Antigen Rapid Test Kits Sales

 

The Company sold COVID-19 Antigen Rapid Test Kits to affiliates of ASE Test Inc., totaling $21,224 and $33,765 for the three and nine months ended September 30, 2023, respectively, compared with the three and nine months ended September 30, 2022 amount of $1,506,225 and $1,988,150, respectively. As of September 30, 2023, and December 31, 2022, the accounts receivable to aforementioned related parties were nil and $177,595, respectively.

 

Product Co-development Agreement

 

Pursuant to a five-year Product Co-development Agreement effective on August 1, 2021 (the “Product Co-Development Agreement”) with TCNT, the development expenses incurred were $135,606 and $287,802 for the three and nine months ended September 30, 2023, respectively, compared to $115,912 and $490,082 for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 and December 31, 2022, the accounts payable were $49,110 and $70,113, respectively. Under the Product Co-Development Agreement, the Company made deposits of $29,983 and $31,490 to TCNT as of September 30, 2023 and December 31, 2022, respectively.

 

 

Miscellaneous

 

On April 26, 2023, the Company issued a total of 61,157 shares of common stock to Ting-Chuan Lee, a director of the Company, pursuant to a purchase and sale agreement relating to the Company’s acquisition of a motor vehicle. The purchase price was determined by the market price of the motor vehicle in the amount of $48,559.

 

The Company engaged Ms. Chien-Hsuan Huang as a medical device development consultant in September 2022 for one year. Ms. Huang is the spouse of one of the members of the board of directors of the Company. The R&D expense was $12,377 and $51,721 for the three and nine months ended September 30, 2023, respectively.

 

12. Commitments and Contingencies

 

The Company operates in an industry characterized by extensive patent litigation. Competitors may claim that the Company’s products infringe upon their intellectual property. Resolution of patent litigation or other intellectual property claims is typically time consuming and costly and can result in significant damage awards and injunctions that could prevent the manufacture and sale of the affected products or require the Company to make significant royalty payments in order to continue selling the affected products. As of September 30, 2023, there were no such commitments or contingencies.

 

13. Subsequent Events

 

On October 11, 2023, the board of directors of the Company approved the submission of certain proposals to the Company’s shareholders for approval which include requests (a) to approve the special stock bonus of 3,000,000 common shares in total issued to directors, officers and consultants for achieving non-financial milestones or for onboarding bonus; (b) to approve an increase in number of authorized preferred stock from 10,000,000 shares to 50,000,000 shares; (c) to approve a reverse stock split of outstanding shares of common stock at an exchange ratio of not more than 5-1, which ratio will be determined by the chief executive officer in his discretion; and (d) to approve the private placement of convertible securities to Lind.  A majority of the Company’s shareholders approved such matters by means of written consent on October 11, 2023.  The (i) increase in the number of authorized shares of the Company’s preferred stock and (ii) the reverse stock split will only become effective upon the filing of an amendment to the Company’s Certificate of Formation with the Secretary of State of Texas.

 

 
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Table of Contents

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The unaudited condensed financial statements and this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2022 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Form 10-K for the period ended December 31, 2022 (the “2022 Annual Report”).   In addition to historical information, this discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements are subject to risks and uncertainties, including those set forth under “Part I. Item 1A. Risk Factors” in our 2022 Annual Report, “Part II. Item 1A. Risk Factors” in this Quarterly Report, and elsewhere in this Quarterly Report, that could cause actual results to differ materially from historical results or anticipated results.

 

When used in this Quarterly Report, all references to “Ainos,” the “Company,” “we,” “our” and “us” refer Ainos, Inc.

 

Overview

 

Ainos, Inc. (the “Company”, “we” or “us”), incorporated in the State of Texas, is a diversified healthcare company focused on the development of novel point-of-care testing (POCT), therapeutics based on very low-dose interferon alpha (VELDONA), and synthetic RNA-driven preventative medicine. Our products and product candidates include VELDONA clinical-stage human therapeutics, VELDONA Pet cytoprotein supplements, and telehealth-friendly POCTs.

 

The Company’s POCT platforms are designed to provide rapid and convenient testing of a broad range of health conditions. Building on its extensive research and development on VELDONA, the Company is focused on commercializing a suite of VELDONA-based products including VELDONA Pet cytoprotein supplements and human related VELDONA therapeutics.  

 

In 2021 and 2022, the Company acquired intellectual property from controlling shareholder, Ainos Inc., a Cayman Islands corporation (“Ainos KY”), and continues to expand its product portfolio into POCTs.  Pivoting from the sales of COVID-19 POCT, the Company is commercializing POCTs that detect volatile organic compounds (VOC) emitted by the body, powered by the Company’s AI Nose technology platform. The Company’s lead VOCT POCT candidate, Ainos Flora, aims to quickly and easily test female vaginal health and certain common sexually transmitted infections (STIs). 

 

Our Portfolio of Products

 

Our portfolio of products or product candidates is currently comprised of the following:

 

 

·

COVID-19 Antigen Rapid Test Kit. We currently market and sell COVID-19 antigen rapid test kits in Taiwan under emergency use authorization (“EUA”) issued by the Taiwan Federal and Drug Administration (“TFDA”) for healthcare professional use and for self-test use. We market the test kits under the Ainos brand name. The kit is manufactured by TCNT, our product co-developer.

 

 

 

 

·

VOC POCT – Ainos Flora. Our Ainos Flora device, powered by the Company’s proprietary AI Nose technology (“AI Nose”) is currently under clinical study in Taiwan.  The device is intended to perform a non-invasive test for female vaginal health and certain common STIs within a few minutes. A companion app is also being developed that enables users to conveniently manage test results. We believe Ainos Flora provides connected, convenient, discreet, rapid testing in a point-of-care setting.

 

 

 

 

·

VOC POCT – Ainos Pen. Our Ainos Pen device is designed to be a cloud-connected, multi-purpose, portable breath analyzer that is intended to monitor health conditions within minutes, powered by AI Nose. We expect consumers to be empowered to share their test results with their physicians through in-person and telehealth medical consultations.

 

 

 

 

·

VOC POCT – CHS430. The CHS430 device, powered by AI Nose, is intended to provide non-invasive testing for ventilator-associated pneumonia within few minutes, as compared to current standard of care invasive culture tests that typically take more than two days to provide results. We plan to be the exclusive sales agent for CHS430, pursuant to our Product Co-Development Agreement with our co-developer, TCNT, who will manufacture the product.

 

 

 

 

·

Very Low-Dose Oral Interferon Alpha (“VELDONA”). VELDONA is a low-dose oral interferon alpha (“IFN-α”) formulation based on nearly four decades of the Company’s research on IFN-α’s broad treatment applications. Our pipeline candidates under development for human indications include thrombocytopenia, Sjögren’s syndrome, aphthous stomatitis, chemotherapy-induced stomatitis, common cold, oral warts for human immunodeficiency virus (HIV) seropositive patients, influenza, and oral treatment for COVID-19. The United States Food and Drug Administration (the “U.S. FDA”) have granted Orphan Drug Designation (“ODD”) for the Company’s VELDONA formulation as a potential treatment for oral warts in HIV-seropositive patients. We intend to explore various business opportunities, including out-licensing, to advance these indications.

 

VELDONA Pet. Leveraging our VELDONA technology, we have launched five VELDONA Pet cytoprotein health supplements for pet dogs and cats. Our VELDONA Pet product line is formulated to address a variety of health issues in dogs and cats, including skin, gum, emotion, discomfort caused by allergies, eye, and weight-related issues. We are currently marketing in Taiwan and plan to develop sales and marketing opportunities in other Asian regions and the U.S.A.

 

 

 

 

·

Synthetic RNA (“SRNA”). We are developing a SRNA technology platform in Taiwan with a long-term goal of developing next-generation precision treatments and rapid tests.

 

 
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An integral part of our operating strategy is to create multiple revenue streams through commercializing our product portfolio and leveraging our intellectual property patents. Our recent launch of VELDONA Pet, a series of health supplements for pet dogs and cats based on VELDONA formulation, is our latest effort to execute the diversification strategy.

 

In the near-term, we are prioritizing sales and marketing of VELDONA Pet, commercializing our lead VOC POCT candidate, Ainos Flora, and pursuing out-licensing of our VELDONA human drug candidates. We are currently marketing VELDONA Pet in Taiwan and intend to explore commercial opportunities in other Asian regions and the U.S.A. We have contracted with Topmed International Biotech Co. to market VELDONA Pet in Taiwan in certain offline channels. Our customers have shared insights into the shopping habits of Taiwanese pet owners, and we have aligned our strategies accordingly. We have begun selling VELDONA Pet on certain Taiwanese e-commerce platforms. Offline, we are expanding opportunities in channels such as pet supply stores, chain drugstores and convenience stores. We have introduced new packaging for VELDONA Pet, making it more convenient for consumers to “grab and go” from their nearest stores. To meet anticipated demand, we plan to expand capacity with our contract manufacturers.

 

As of September 30, 2023, we had available cash and cash equivalents of $2,370,963. We anticipate business revenues and further potential financial support from external sources to fund our operations over the next twelve months. We have based this estimate on assumptions that may prove to be incorrect, and we could exhaust our available capital resources sooner than we expect. See “Liquidity and Capital Resources” for additional information. To finance our continuing operations, we will need to raise additional capital, which cannot be assured.

 

Substantially all of our operating revenue has come from the sale of COVID-19 test kits in Taiwan under emergency use authorization. Going forward, we expect to generate sales revenue from VELDONA Pet, at least in the near-term.

 

We believe that post COVID-19, consumers have become increasingly familiar with at-home tests. Moving forward, people may seek additional at-home tests to manage other infections as quickly as possible. Home self-testing have become increasingly available for other infections such as vaginal infections or STIs. We believe this new user behavior, supported by a variety of telehealth platforms, will facilitate consumer adoption of our other POCT product candidates.

 

Results of Operations for Quarter Ended September 30, 2023 (“Q3 2023”) and September 30, 2022 (“Q3 2022”):

 

 

 

Three months ended

September 30,

 

 

Change

 

 

 

2023

 

 

2022

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$24,489

 

 

$1,757,774

 

 

$(1,733,285)

 

(99

%)

Cost of revenues

 

 

(87,873)

 

 

(1,176,032)

 

 

1,088,159

 

 

(93

%)

Gross (loss) profit

 

 

(63,384)

 

 

581,742

 

 

 

(645,126)

 

(111

%)

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

 

1,710,265

 

 

 

1,834,786

 

 

 

(124,521)

 

(7

%)

Selling, general and administrative expenses

 

 

902,017

 

 

 

6,569,227

 

 

 

(5,667,210)

 

(86

%)

Total operating expenses

 

 

2,612,282

 

 

 

8,404,013

 

 

 

(5,791,731)

 

(69

%)

Loss from operations

 

 

(2,675,666)

 

 

(7,822,271)

 

 

5,146,605

 

 

(66

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating (expenses) income, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(44,267)

 

 

(9,821)

 

 

(34,446)

 

 

351%

Other income, net

 

 

5,054

 

 

 

10,336

 

 

 

(5,282)

 

(51

%)

Issuance cost of convertible note measured at fair value

 

 

(260,967)

 

 

-

 

 

 

(260,967)

 

 

-

 

Total non-operating (expenses) income, net

 

 

(300,180)

 

 

515

 

 

 

(300,695)

 

(584

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before income taxes

 

 

(2,975,846)

 

 

(7,821,756)

 

 

4,845,910

 

 

(62

%)

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

$(2,975,846)

 

$(7,821,756)

 

$4,845,910

 

 

(62

%)

 

 
20

Table of Contents

 

Revenues, Cost and Gross Profit (Loss) 

 

The Company reported $24,489, and $1,757,774 in revenue in Q3 2023 and Q3 2022, respectively, from product sales of Ainos COVID-19 Antigen Rapid Test Kits in Taiwan. The decrease of revenue in Q3 2023 reflected a slowdown of COVID-19 infection in Taiwan which resulted in a decrease in selling price and sales volume.

 

The cost of revenue related to product sales in Q3 2023 was $87,873 compared to $1,176,032 in Q3 2022. The decrease in cost of revenue was due to a decrease in sales volume but offset by an increase in inventory loss.

 

Gross (loss) profit from product sales in Q3 2023 was $(63,384) as compared to $581,742 in Q3 2022. The gross loss was due to a decrease in sales volume and selling price as well as recognition of inventory loss in Q3 2023.

 

Research and Development (R&D) Expenses

 

R&D expenses in Q3 2023 and Q3 2022 were $1,710,265 and $1,834,786, respectively. The decrease of $124,521 (7%) was due to decreased expenses associated with clinical trial fees and professional expenses, which were offset by an increase in staffing expenditures (including share-based compensation).  We expect that our R&D expenses related to clinical trials will continue to grow as we further develop VOC POCT and VELDONA drug candidates and increase the pace of clinical trials previously delayed during the COVID-19 pandemic. 

 

The share-based compensation expense and the depreciation and amortization expense in Q3 2023 and Q3 2022 were $1,263,665 and $1,206,419, respectively. When excluding these non-cash expenses, R&D expenses slightly decreased to $446,600 in Q3 2023 from $628,367 in Q3 2022 due to limitations on recruiting patients for clinical trials for VOC POCT and human related VELDONA drug candidates.

 

Selling, General and Administrative (SG&A) Expenses 

 

SG&A expenses were $902,017 and $6,569,227 in Q3 2023 and Q3 2022, respectively, reflecting a decrease of $5,667,210 (86%) due to a significant decrease in share-based compensation for which the Company granted fully vested RSUs to officers and the total amount of compensation expense was fully recognized in Q3 2022. RSUs granted to officers and employees of the Company require a service period of 3 years and therefore, the total amount of the compensation expense was amortized over the service period.

 

The share-based compensation expense and the depreciation and amortization expense in Q3 2023 and Q3 2022 were $269,934 and $6,079,389, respectively. When excluding these non-cash expenses, SG&A expenses slightly increased to $632,083 in Q3 2023 compared to $489,838 in Q3 2022.

 

Operating Loss 

 

The Company’s operating loss was $2,675,666 and $7,822,271 in Q3 2023 and Q3 2022, respectively, reflecting a $5,146,605 (66%) decrease in operating loss between the reporting periods. We incurred a gross loss in product sales.  We continued to invest resources to execute our growth strategy and product roadmap to improve our profitability.

 

Interest Expense and Issuance Cost of Convertible Note 

 

In Q3 2023, interest expense was $44,267 compared to $9,821 in Q3 2022. The increase in interest expense was due to accrued interest for convertible notes issued in March 2023 bearing a higher interest rate compared to 2022.

 

On September 28, 2023, the Company closed the Lind Note transaction and incurred an issuance cost including investor and placement agent fees, as well as legal fees. $260,967 of the issuance cost was expensed for the first tranche of funding received and closed by the Company.

 

Net Loss

 

Net loss was $2,975,846 in Q3 2023 compared to $7,821,756 in Q3 2022, resulting in a $4,845,910 (62%) decrease in net loss attributable to our shareholders of common stock. The net loss was due to a gross loss in product sales post COVID-19 pandemic.

 

 
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Results of Operations for the Nine Months Ended September 30, 2023 (“first nine months of 2023”) and September 30, 2022 (“first nine months of 2022”):

 

 

 

Nine months ended

September 30,

 

 

Change

 

 

 

2023

 

 

2022

 

 

Amount

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$102,208

 

 

$2,481,602

 

 

$(2,379,394)

 

(96

%)

Cost of revenues

 

 

(244,538)

 

 

(1,536,074)

 

 

1,291,536

 

 

(84

%)

Gross (loss) profit

 

 

(142,330)

 

 

945,528

 

 

 

(1,087,858)

 

(115

%)

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

 

5,080,335

 

 

 

5,047,096

 

 

 

33,239

 

 

 

1%

Selling, general and administrative expenses

 

 

2,282,631

 

 

 

7,748,060

 

 

 

(5,465,429)

 

(71

%)

Total operating expenses

 

 

7,362,966

 

 

 

12,795,156

 

 

 

(5,432,190)

 

(42

%)

Loss from operations

 

 

(7,505,296)

 

 

(11,849,628)

 

 

4,344,332

 

 

(37

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating (expenses) income, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(93,852)

 

 

(45,304)

 

 

(48,548)

 

 

107%

Other income, net

 

 

14,067

 

 

 

19,250

 

 

 

(5,183)

 

(27

%)

Issuance cost of convertible note measured at fair value

 

 

(260,967)

 

 

-

 

 

 

(260,967)

 

 

-

 

Total non-operating (expenses) income, net

 

 

(340,752)

 

 

(26,054)

 

 

(314,698)

 

 

1,208%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before income taxes

 

 

(7,846,048)

 

 

(11,875,682)

 

 

4,029,634

 

 

(34

%)

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

$(7,846,048)

 

$(11,875,682)

 

$4,029,634

 

 

(34

%)

 

Revenues, Cost and Gross Profit (Loss)

 

The Company reported $102,208 of revenues for the nine months ended September 30, 2023, as compared to $2,481,602 for the nine months ended September 30, 2022 from product sales of Ainos COVID-19 Antigen Rapid Test Kits in Taiwan. The decrease of revenue in first nine months of 2023 reflected a slowdown of COVID-19 infection in Taiwan resulting in a decrease in selling price and sales volume.

 

The cost of revenue relating to product sales for the nine months ended September 30, 2023 was $244,538 compared to $1,536,074 for the nine months ended September 30, 2022. The decrease of cost of revenue was due to a decrease in sales volume but offset by an increase of approximately $120,931 in inventory loss and approximately $23,143 in idle manufacturing capacity.

 

Gross (loss) profit from product sales for the nine months ended September 30, 2023 was $(142,330) as compared to $945,528 for the nine months ended September 30, 2022. The gross loss was due to a decrease in sales volume and selling price as well as recognition of inventory loss and idle capacity cost in first nine months of 2023.

 

Research and Development (R&D) Expenses 

 

R&D expenses for the nine months ended September 30, 2023 and 2022 were $5,080,335 and $5,047,096, respectively. The slight increase $33,239 (1%) was due to increased expenses associated with the consumption of R&D material and staffing expenditures (including share-based compensation), but offset by a decrease in clinical trial fees. We expect that our R&D expenses related to clinical trials will continue to grow as we further develop VOC POCT and VELDONA drug candidates and increase the pace of clinical trials previously delayed during the COVID-19 pandemic.

 

The share-based compensation expense and the depreciation and amortization expense during the first nine months of 2023 and the first nine months of 2022 were $3,669,081 and $3,498,385, respectively. When excluding these non-cash expenses, R&D expenses slightly decreased to $1,411,254 during the first nine months of 2023 from $1,548,711 during the first nine months of 2022 due to a decrease in clinical trial fees due to delays caused by the COVID-19 pandemic.

 

 
22

Table of Contents

 

Selling, General and Administrative (SG&A) Expenses 

 

SG&A expenses were $2,282,631 and $7,748,060 for the nine months ended September 30, 2023 and 2022, respectively. The $5,465,429 (71%) decrease was largely due to decreased expenses associated with share-based compensation as the Company granted RSUs that were immediately vested to officers in the third quarter of 2022 and fully recorded the total compensation expense in the same period.

 

When excluding share-based compensation, depreciation and amortization expenses, SG&A expenses slightly increased to $1,685,202 during the first nine months of 2023 compared to $1,523,223 during the first nine months of 2022 mainly due to increased expenditures to maintain the listing requirement as a public company after uplisting in August 2022.

 

Operating Loss 

 

The Company’s operating loss was $7,505,296 and $11,849,628 during the first nine months of 2023 and the first nine months of 2022, respectively, reflecting a $4,344,332 (37%) decrease in operating losses between the reporting periods. We incurred a gross loss in product sales. We continued to invest resources to execute our growth strategy and product roadmap to improve our profitability.

 

Interest Expense and Issuance Cost of Convertible Note

 

During the first nine months of 2023, interest expense was $93,852 compared to $45,304 during the first nine months of 2022. The increase in interest expense was due to accrued interest for convertible notes issued in March 2023 offset by a decrease of interest expense as a result of settlement of convertible notes during the first nine months of 2023.

 

On September 28, 2023, the Company closed the Lind Note transaction and incurred an issuance cost including investor and placement agent fees, as well as legal fees. $260,967 of the issuance cost was expensed for the first tranche of funding received and closed by the Company.

 

Net Loss

 

Net loss was $7,846,048 during the first nine months of 2023 compared to $11,875,682 during the first nine months of 2022, resulting in a $4,029,634 (34%) decrease in net loss attributable to our shareholders of common stock. The net loss was due to the gross loss in product sales post COVID-19 pandemic, concurrent with the launch of our VELDONA Pet supplements.

 

Liquidity and Capital Resources

 

As of September 30, 2023 and December 31, 2022, the Company had available cash of $2,370,963 and $1,853,362, respectively.

 

The following table summarizes our cash flow during the nine months period ended September 30, 2023 and 2022:

 

 

 

Nine months ended

September 30,

 

 

 

2023

 

 

2022

 

Net cash used in operating activities

 

 

(3,321,754)

 

 

(2,420,637)

Net cash used in investing activities

 

 

(117,528)

 

 

(665,079)

Net cash provided by financing activities

 

 

4,023,974

 

 

 

3,850,799

 

 

Operating activities:

 

Cash used in operating activities increased by $901,117 during the first nine months of 2023 compared to the first nine months of 2022. Our net loss for the first nine months of 2023 decreased by $4,029,634 primarily due to a gross loss from COVID-19 antigen test kit sales as a result of slow-down of COVID-19 infection in Taiwan. The operating cash outflow as a result of changes in operating assets and liabilities was mainly attributable to:

 

 

·

No cash out expenses including share-based compensation, depreciation and amortization, and loss on inventory write-downs decreased approximately by $5,313,000;

 

·

Working capital injected into accounts receivable, inventories and other current assets increased by approximately $992,000; and

 

·

Working capital injected into accrued expenses, operating lease liabilities, contract liabilities and other current and long-term liabilities decreased by approximately $870,000.

 

 
23

Table of Contents

 

Investing activities

 

Cash used for investing activities during the first nine months of 2023 was $117,528 compared to $665,079 during the first nine months of 2022 due to lower levels of R&D equipment and office facility acquisition as major investments had been made in 2022.

 

Financing activities

 

Cash received from financing activities were $4,023,974 and $3,850,799 during the first nine months of 2023 and the first nine months of 2022, respectively. The $173,175 increase was primarily reflected by the following:

 

 

·

Repayment of convertible notes and other notes payable increased $556,621;

 

·

Proceeds from convertible notes and other notes payable financing increased by $2,510,000; and

 

·

Proceeds from uplisting decreased by $1,780,204.

 

As disclosed in Note 5 (Convertible Notes Payable and Other Notes Payable) to our accompanying condensed financial statements we received $3 million in proceeds from the March 2025 convertible note financing and $2 million in proceeds from the Lind Note transaction in September 2023.  Meanwhile, we made partial cash payment of the KY Note and Chen Note during the first nine months of 2023.

 

In the near-term, we expect an increase in the pace of clinical trial spending to advance our VOC POCT and VELDONA drug candidates and expect to invest more in R&D activities. We also plan to allocate sales and marketing efforts for VELDONA Pet.

 

The Company anticipates that cash reserves, business revenues, and potential debt financing through convertible and non-convertible notes will fund the Company’s operations over the next twelve months.  There can be no assurance that we will be successful in our efforts to make the Company profitable. If those efforts are not successful, the Company may raise additional capital through the issuance of equity securities, debt financings or other sources to further implement its business plan. However, if such financing is not available when needed and at adequate levels, the Company will need to reevaluate its operating plan.

 

Critical Accounting Policies and Significant Management Estimates

 

Our management’s discussion and analysis of our financial condition and results of operations are based on our unaudited condensed financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses.

 

We evaluate our estimates and judgments, including those related to inventory valuation, useful lives of property and equipment, valuation of stock option, warrants and convertible note, and impairment testing of intangible assets, on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in “Management’s Discussion and Analysis - Critical Accounting Policies and Significant Management Estimates” of our 2022 Annual Report, except for those accounting subjects discussed in the Notes, if any, to the unaudited condensed financial statements included in this Quarterly Report on Form 10-Q.

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item 3.

 

ITEM 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2023.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal controls over financial reporting during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
24

Table of Contents

 

PART II - OTHER INFORMATION

 

ITEM 1. Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. As of the date of this report, we were not aware of any material legal proceedings involving the Company.

 

ITEM 1A. Risk Factors

 

This Quarterly Report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in this Quarterly Report. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Quarterly Report.

 

You should carefully consider the risk factors disclosed in our 2022 Annual Report, together with all other information in this Quarterly Report, including our unaudited condensed financial statements and notes thereto, and in our other filings with the Securities and Exchange Commission. If any such risks, including the risk set out below, or other risks not presently known to us or that we currently believe to not be significant, develop into actual events, then our business, financial condition, results of operations or prospects could be materially adversely affected. If that happens, the market price of our common stock could decline, and stockholders may lose all or part of their investment.

 

Information on risk factors can be found in Part I, Item 1A (Risk Factors) of our 2022 Annual Report.  There have been no material changes from the risk factors previously disclosed in our 2022 Annual Report, other than the risk factor set forth below.

 

All of our assets, subject to certain exceptions, have been pledged as security for the Lind Note and if we default on our obligations, we may suffer adverse consequences, including foreclosure on our assets.

 

In connection with the Lind Note transaction we signed a security agreement whereby all of our assets, subject to certain exceptions, have been pledged as collateral to secure our obligations thereunder.  If we default on our obligations, Lind may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interests or their superior claim. In such event, we may be forced to sell our investments or take other actions to raise funds to repay our outstanding obligations in order to avoid foreclosure and these could significantly impair our ability to effectively operate our business in the manner in which we intend to operate. As a result, we could be forced to curtail or cease clinical trials or commercialization of products.

 

ITEM 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

Recent Sales of Unregistered Equity Securities

 

None in this quarter. 

 

Issuer Purchase of Equity Securities

 

Not applicable.

 

Use of Proceeds of Registered Securities

 

Not applicable.

 

ITEM 3. Defaults Upon Senior Securities

 

None

 

ITEM 4. Mine Safety Disclosures

 

Not applicable

 

ITEM 5. Other Information

 

None

 

 
25

Table of Contents

 

ITEM 6. Exhibits

 

EXHIBIT INDEX

 

 

 

 

 

INCORPORATED BY REFERENCE

EXHIBIT NUMBER

 

DESCRIPTION

 

FILED WITH THIS FORM 10-Q

 

FILING DATE

WITH SEC

 

FORM

 

EXH #

 

HYPERLINK TO

FILINGS

 

 

 

 

 

 

3.1(a)

 

Restated Certificate of Formation of the Company, dated April 15, 2021

 

 

4/21/2021

 

8-K

 

3.1

 

Restated Certificate of Formation of the Company, dated April 15, 2021

3.1(b)

 

Certificate of Amendment to the Restated Certificate of Formation, dated August 8, 2022

 

 

8/12/2022

 

8-K

 

3.1

 

Certificate of Amendment, dated August 8 2022

3.2

 

Amended and Restated Bylaws of the Company, effective September 28, 2022

 

 

10/4/2022

 

8-K

 

3.2

 

Amended and Restated Bylaws, effective September 28, 2022

4.1(a)

 

Form Common Stock Certificate

 

 

4/3/2023

 

10-K

 

4.1

 

Form of Common Stock Certificate

4.1(b)

 

Form of Warrant

 

 

8/2/2022

 

S-1/A

 

4.1

 

Form of Warrant

4.1(c)

 

Form of Warrant Agency Agreement

 

 

8/2/2022

 

S-1/A

 

4.3

 

Form of Warrant Agency Agreement

4.1(d)

 

Form of Placement Agent Warrant with Maxim Partners LLC/Brookline

 

 

 

9/29/2023

 

8-K

 

4.1

 

Maxim Partners LLC/Brookline Placement Agent Warrant

4.1(e)

 

Convertible Note to Lind Global Fund II LP

 

 

 

9/29/2023

 

8-K

 

4.2

 

Lind Global Fund II Convertible Note

4.1(f)

 

Common Stock Purchase Warrant to Lind Global Fund II LP

 

 

 

9/29/2023

 

8-K

 

4.3

 

Lind Global Fund II LP Common Stock Purchase Warrant

10.1

 

Ainos NISD Inabata Codevelopment Agreement - August 9, 2023, Appendix 1 and 2 redacted

 

x

 

8/9/2023

 

8-K

 

10.1

 

 

10.2

 

Ainos KY Promissory Note Extension Agreement - August 17, 2023

 

 

 

8/22/2023

 

8-K

 

10.2

 

Ainos KY Agreement

10.3

 

Promissory Note Extension Agreement with I2 China - August 17, 2023

 

 

 

8/22/2023

 

8-K

 

99.1

 

Promissory Note Agreement i2China

10.4

 

Security Agreement with Lind Global Fund II LP

 

 

 

9/29/2023

 

8-K

 

10.1

 

Lind Global Fund II LP Financing

10.5

 

Securities Purchase Agreement with Lind Global Fund II LP

 

 

 

9/29/2023

 

8-K

 

10.2

 

Lind Global Fund II LP SPA

10.6

 

Placement Agent Agreement with Maxim Partners LLC

 

 

 

9/29/2023

 

8-K

 

10.3

 

Maxim Partners Placement Agency Agreement

31.1

 

Certification of Chief Executive Officer Pursuant to Rule 13a- 14(a) / 15d – 14(a)

 

x

 

 

 

 

 

31.2

 

Certification of Chief Financial Officer Pursuant to Rule 13a- 14(a) / 15d – 14(a)

 

x

 

 

 

 

 

32.1

 

Certification Of Principal Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

 

x

 

 

 

 

 

32.2

 

Certification Of Principal Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

 

x

 

 

 

 

100

 

XBRL – Related Documents

 

x

 

 

 

 

101.INS

 

XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the XBRL document.

 

x

 

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

x

 

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase

 

x

 

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase

 

x

 

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase

 

x

 

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase

 

x

 

 

 

 

104.1

 

Cover Page Interactive Data File

 

x

 

 

 

 

 

The exhibits listed in the Exhibit Index are filed or incorporated by reference as part of this filing.

 

 
26

Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

AINOS, INC.

 

 

 

 

 

Date: November 9, 2023

By:

/s/ Chun-Hsien Tsai

 

 

 

Chun-Hsien Tsai, Chairman of the Board, President, and

Chief Executive Officer

 

 

 

 

 

Date: November 9, 2023

By: 

/s/ Meng-Lin Sung

 

 

 

Meng-Lin Sung, Chief Financial Officer

 

 

 
27

 

nullnullnullnullnullv3.24.0.1
Cover - shares
9 Months Ended
Sep. 30, 2023
Nov. 09, 2023
Document Information Line Items    
Entity Registrant Name AINOS, INC  
Entity Central Index Key 0001014763  
Document Type 10-Q/A  
Amendment Flag true  
Current Fiscal Year End Date --12-31  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Document Period End Date Sep. 30, 2023  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Entity Common Stock Shares Outstanding   20,292,624
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 0-20791  
Entity Incorporation State Country Code TX  
Entity Tax Identification Number 75-1974352  
Entity Address Address Line 1 8880 Rio San Diego Drive  
Entity Address Address Line 2 Ste. 800  
Entity Address City Or Town San Diego  
Entity Address State Or Province CA  
Entity Address Postal Zip Code 92108  
City Area Code 858  
Local Phone Number 869-2986  
Entity Interactive Data Current Yes  
Amendment Description Amendment  
Common stock par value share [Member]    
Document Information Line Items    
Security 12b Title Common Stock, par value $0.01 per share  
Trading Symbol AIMD  
Security Exchange Name NASDAQ  
Warrants to purchase common stock member    
Document Information Line Items    
Security 12b Title Warrants to purchase Common Stock  
Trading Symbol AIMDW  
Security Exchange Name NASDAQ  
v3.24.0.1
Condensed Balance Sheets - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 2,370,963 $ 1,853,362
Accounts receivable (including amounts of related party of nil and $177,595 as of September 30, 2023 and December 31,2022, respectively) 162 201,546
Inventory, net 217,328 595,222
Other current assets 451,698 195,787
Total current assets 3,040,151 2,845,917
Intangible assets, net 29,422,937 32,806,738
Property and equipment, net 1,161,482 1,375,676
Other assets 235,215 80,683
Total assets 33,859,785 37,109,014
Contract liabilities 111,717 0
Convertible notes payable, related party 0 376,526
Other notes payable, related party 42,000 884,000
Accrued expenses and others current liabilities 665,768 1,212,386
Total current liabilities 819,485 2,472,912
Convertible notes payable - noncurrent (including amounts of related party of $2,000,000 and nil as of September 30, 2023 and December 31, 2022, respectively) 3,000,000 0
Senior secured convertible notes measured at fair value 2,000,000 0
Other notes payable, related party - noncurrent 270,000 0
Other long-term liabilities 89,333 8,096
Total liabilities 6,178,818 2,481,008
Stockholders' equity:    
Common stock, $0.01 par value; 300,000,000 shares authorized as of September 30, 2023 and December 31, 2022, 20,292,624 and 20,011,602 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 202,926 200,116
Additional paid-in capital 59,763,987 58,745,149
Accumulated deficit (31,961,654) (24,115,606)
Translation adjustment (324,292) (201,653)
Total stockholders' equity 27,680,967 34,628,006
Total liabilities and stockholders' equity $ 33,859,785 $ 37,109,014
v3.24.0.1
Condensed Balance Sheets (Parenthetical) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Condensed Balance Sheets    
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 10,000,000 10,000,000
Amounts of related party $ 0 $ 177,595
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 300,000,000 300,000,000