Ainos Inc

S-11 forms-1.htm

As filed with the Securities and Exchange Commission on April 8, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

AMENDMENT NO. 1 TO REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

AINOS, INC.

(Exact name of registrant as specified in its charter)

8880 Rio San Diego Drive, Ste. 800

San Diego, CA 92108

(858) 869-2986

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

CT Corporation System

1999 Bryan St., Suite 900 Dallas, TX 75201-3136

(214) 979-1172

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of Communications to:’

Carol B. Stubblefield

Baker & McKenzie LLP

452 Fifth Avenue

New York, New York 10018

Phone: (212) 626-4729

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 8, 2024

PRELIMINARY PROSPECTUS

Up to 4,430,732 Shares of Common Stock

This prospectus relates to the resale, from time to time, of up to 4,430,732 shares of our common stock by the selling stockholders, Lind Global Fund II LP (“Lind”), Maxim Partners, LLC (“Maxim”) and Brookline Capital Markets, a division of Arcadia Securities, LLC (together with its affiliates, “Brookline”). These 4,430,732 shares consist of: (a) up to 3,400,000 shares of common stock (the “Convertible Note Shares”) issuable upon the conversion or repayment of a secured, 18-month, interest free convertible promissory note in the principal amount of $3,782,830 issued to Lind (the “Note”), representing a good faith estimate of the maximum number of shares of common stock issuable thereunder; (b) 1,021,400 shares of common stock (the “Lind Warrant Shares”) issuable upon exercise of a common stock purchase warrant issued to Lind in January 2024 (the “Lind Warrant” and, together with the Note, the “Lind Securities”) and (c) up to 9,332 shares of common stock (the “Placement Agent Warrant Shares,” and, together with the Convertible Note Shares and the Lind Warrant Shares, the “Shares”) issuable upon exercise of common stock purchase warrants issued to Maxim and Brookline (the “Placement Agent Warrants” and, together with the Lind Warrant, the “Warrants”).

The Lind Securities were issued pursuant to that certain securities purchase agreement between Lind and us, dated as of September 25, 2023 (the “Purchase Agreement”). The Placement Agent Warrants were issued pursuant to that certain placement agent agreement between Maxim and us, dated September 25, 2023 (the “Placement Agent Agreement”). Lind, Maxim and Brookline are each referred to herein as a “Selling Stockholder” and collectively as the “Selling Stockholders.” See “Prospectus Summary–The Lind Transaction” for a description of the Purchase Agreement and Placement Agent Agreement and “Selling Stockholders” for additional information regarding the Selling Stockholders. The prices at which the Selling Stockholders sell the Shares will be determined by the prevailing market price for the Shares or in negotiated transactions.

We are not offering any shares of our common stock for sale under this prospectus. We are registering the offer and resale of the Shares to satisfy contractual obligations owed by us to the Selling Stockholders pursuant to the Purchase Agreement, the Placement Agent Agreement and documents ancillary thereto. Our registration of the Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the Shares. Any of the Shares subject to resale hereunder will have been issued by us and acquired by the Selling Stockholders prior to any resale of such Shares pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of the Shares in this offering. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale of the Shares.

We will not receive any proceeds from the resale of the Shares by the Selling Stockholders pursuant to this prospectus. However, we will receive proceeds from the exercise of the Warrants if any of the Selling Stockholders exercises a Warrant for cash.

The Selling Stockholders, or their respective permitted transferees or other successors-in-interest, may offer the Shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. We provide additional information about how the Selling Stockholders may sell the Shares in the section entitled “Plan of Distribution” on page 9 in this prospectus.

While we will not receive any proceeds from the sale of our common stock by the Selling Stockholders in the offering described in this prospectus, we may receive up to $2.16 per share upon the cash exercise of the Lind Warrant and up to $8.25 per share upon the cash exercise of the Placement Agent Warrants. Upon the exercise of the Warrants for all 1,030,732 Lind Warrant Shares and Placement Agent Warrants (taking into account a full funding of the “First Funding Amount” and the Increased Funding Amount drawn in January 2024 as described in the section entitled “Prospectus Summary—the Lind Transaction”) by payment of cash, however, we will receive aggregate gross proceeds of approximately $2.3 million. However, we cannot predict when and in what amounts or if any of the Warrants will be exercised, and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds.

Our common stock and public warrants are listed on the Nasdaq Capital Market under the symbols “AIMD” and “AIMDW,” respectively. On April 5, 2024, the closing sale price for our common stock was $1.16.

Investing in our securities involves a high degree of risk. You should carefully review and consider “Risk Factors” beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.

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