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Ainos Inc

For the period ended Dec 31, 2023. Filed Mar 8, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 8, 2024

AIMD$0.47-21.8%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Report of Independent Registered Public Accounting Firm (PCAOB ID:2851)F-2
Balance Sheets as of December 31, 2023 and 2022F-4
Statements of Operations for the years ended December 31, 2023 and 2022F-5
Statements of Comprehensive Loss for the years ended December 31, 2023 and 2022F-6
Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022F-7
Statements of Cash Flows for the years ended December 31, 2023 and 2022F-8
Notes to Financial Statements for the years ended December 31, 2023 and 2022F-9

EXHIBIT INDEX

INCORPORATED BY REFERENCE
EXHIBIT NUMBERDESCRIPTIONFILED WITH THIS FORM 10-KFILING DATE WITH SECFORMEXH #HYPERLINK TO FILINGS
3.1Restated Certificate of Formation of the Company, dated April 15, 20214/21/20218-K3.1Restated Certificate of Formation of the Company, dated April 15, 2021
3.2Certificate of Amendment to the Restated Certificate of Formation, dated August 8, 20228/12/20228-K3.1Certificate of Amendment, dated August 8 2022
3.3Amended and Restated Bylaws of the Company, effective September 28, 202210/4/20228-K3.2Amended and Restated Bylaws, effective September 28, 2022
3.4Amended and Restated Bylaws of the Company, effective November 27, 202312/14/20218-K3.1Certificate of Amendment to the Restated Certificate of Formation of Ainos, Inc., as filed with the Texas Secretary of State on November 27, 2023
4.1Form of Common Stock Certificate4/3/202310-K4.1(a)Form of Common Stock Certificate
4.2Form of Warrant8/2/2022S-1/A4.1Form of Warrant
4.3Form of Warrant Agency Agreement8/2/2022S-1/A4.2Form of Warrant Agency Agreement
4.4Form of Convertible Promissory Note9/29/20238-K4.2Form of Convertible Promissory Note
4.5Form of Common Stock Purchase Warrant9/29/20238-K4.3Form of Common Stock Purchase Warrant
4.6Form of Placement Agent Warrant9/29/20238-K4.1Form of Placement Agent Warrant
4.7Description of securitiesX
9.1Voting Agreement dated September 2, 202213D/A1Voting Agreement
9.2Voting Agreement dated on January 26, 20241/29/202413D/A1Voting Agreement
9.3Termination Agreement dated on January 26, 20241/29/202413D/A2Termination Agreement
9.4Voting Agreement dated on March 7, 2024XVoting Agreement
10.12018 Employee Stock Option Plan*4/16/201910-K10.722018 Employee Stock Option Plan
10.22018 Stock Option Agreement – Employee Plan*4/16/201910-K10.75Stock Option Agreement – Employee Plan
10.32018 Officer, Directors, Employees and Consultants Nonqualified Stock Option Plan*4/16/201910-K10.732018 Officer, Directors, Employees and Consultants Nonqualified Stock Option Plan
10.42018 Stock Option Agreement – Nonqualified Stock Option*4/16/201910-K10.74Stock Option Agreement – Nonqualified Stock Option
10.52021 Stock Incentive Plan*3/21/202210-K10.132021 Stock Incentive Plan
10.62021 Employee Stock Purchase Plan*3/21/202210-K10.122021 Employee Stock Purchase Plan
10.7Non-Employee Director Compensation Policy4/15/202210-K/A10(xiv)Non-Employee Director Compensation Policy
10.8Ainos, Inc. 2023 Stock Incentive Plan*6/14/2023S-84.1Ainos, Inc. 2023 Stock Incentive Plan
10.9Patent Assignment, dated April 15, 2021, by Ainos, Inc.4/21/20218-K10.1Patent Assignment, dated April 15, 2021, by Ainos, Inc.
10.10Asset Purchase Agreement, dated as of November 18, 2021, between the Company and Ainos Inc.11/22/20218-K2.1Asset Purchase Agreement, dated as of November 18, 2021, between the Company and Ainos Inc.
10.11Amended and Restated Asset Purchase Agreement, dated as of January 29, 2022, between Ainos Inc. and Ainos, Inc.2/3/20228-K2.1Amended and Restated Asset Purchase Agreement, dated as of January 29, 2022, between Ainos Inc. and Ainos, Inc.
10.12Convertible Promissory Note, dated as of January 30, 2022, issued by the Company to Ainos Inc.2/3/20228-K10.1Convertible Promissory Note, dated as of January 30, 2022, issued by the Company to Ainos Inc.
10.13Non-Convertible Promissory Note, dated March 4, 2022, issued by the Company to Ainos Inc.3/17/20228-K10(i)Non-Convertible Promissory Note, dated March 4, 2022, issued by the Company to Ainos Inc.
10.14Note Extension Agreement, dated March 17, 2022, between the Company and Ainos Inc.3/17/20228-K10 (ii)Note Extension Agreement, dated March 17, 2022, between the Company and Ainos Inc.
10.15Form of Convertible Note Purchase Agreement, between the Company and the purchasers party thereto4/4/20228-K2.1Form of Convertible Note Purchase Agreement, between the Company and the purchasers party thereto
10.16Form of Convertible Promissory Note4/4/20228-K10.1Form of Convertible Promissory Note
10.17Security Agreement, dated as of September 28, 2023, by and between Lind Global Fund II LP and Ainos, Inc.9/29/20238-K10.1Security Agreement, dated as of September 28, 2023, by and between Lind Global Fund II LP and Ainos, Inc.
10.18Securities Purchase Agreement, dated as of September 25, 2023, by and between Lind Global Fund II LP and Ainos, Inc.9/29/20238-K10.2Securities Purchase Agreement, dated as of September 25, 2023, by and between Lind Global Fund II LP and Ainos, Inc.
10.19Placement Agent Agreement, dated as of September 25, 2023 by and between Maxim Partners LLC and Ainos, Inc.9/29/20238-K10.3Placement Agent Agreement, dated as of September 25, 2023 by and between Maxim Partners LLC and Ainos, Inc.
10.20Employment Agreement by and between Lawrence K. Lin and the Company effective August 1, 2021*8/16/20218-K10.1(a)Employment Agreement by and between Lawrence K. Lin and the Company effective August 1, 2021
10.21Extension of the consulting agreement and pre-existing warrant certificate between the Company and i2China Management Group, LLC (originally dated April 15, 2018), dated November 30, 20203/30/202110-K10.1(J)Extension of the consulting agreement and pre-existing warrant certificate between the Company and i2China Management Group, LLC (originally dated April 15, 2018), dated November 30, 2020
10.22Employment Agreement, dated March 17, 2022, by and between the Company and Chun-Hsien Tsai*3/17/20228-K10(iii)Employment Agreement, dated March 17, 2022, by and between the Company and Chun-Hsien Tsai
10.23Employment Agreement, dated March 17, 2022, by and between the Company and Hui-Lan Wu3/17/20228-K10(iv)Employment Agreement, dated March 17, 2022, by and between the Company and Hui-Lan Wu
10.24Employment Agreement, dated March 17, 2022, by and between the Company and Chih-Heng Jack Lu3/17/20228-K10(v)Employment Agreement, dated March 17, 2022, by and between the Company and Chih-Heng Jack Lu
10.25Employment Agreement, dated May 8, 2023, by and between the Company and Meng-Lin Sung*XEmployment Agreement, dated May 8, 2023, by and between the Company and Meng-Lin Sung
10.26English Translation of Product Development Agreement, dated on August 1, 20211/12/20248-K10.1English Translation of Product Development Agreement, dated on August 1, 2021
10.27English Translation of Addendum to the Product Development Agreement, dated on January 9, 20241/12/20248-K10.2English Translation of Addendum to the Product Development Agreement, dated on January 9, 2024
10.28Ainos NISD Inabata Codevelopment Agreement - August 9, 2023, Appendix 1 and 2 redacted11/9/202310-Q10.1Ainos NISD Inabata Codevelopment Agreement - August 9, 2023, Appendix 1 and 2 redacted
14.1Code of Ethics8/26/20218-K14.1Code of Ethics
19.1Insider Trading Policy11/15/202110-Q99.5Insider Trading Policy of the Board of Directors, as amended and adopted August 20, 2021
23.1Consent of KCCW Accountancy Corp., independent registered public accounting firmX
24.1Power of AttorneyX
31.1Certification of Chief Executive Officer Pursuant to Rule 13a-15(e) or Rule 15d-15(e)X
31.2Certification of Chief Financial Officer Pursuant to Rule 13a-15(e) or Rule 15d-15(e)X
32.1Certification Of Principal Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 Of The Sarbanes-Oxley Act Of 2002X
32.2Certification Of Principal Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 Of The Sarbanes-Oxley Act Of 2002X
97.1Clawback policyX

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

  • Indicates a management contract or compensatory plan or arrangement.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.