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Form S-8 Ainos, Inc.

July 7, 2022 6:03 AM EDT

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SECURITIES AND EXCHANGE

COMMISSION WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

AINOS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

TEXAS

 

75-1974352

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

8880 Rio San Diego Drive, Ste. 800

San Diego, CA

(858) 869-2986

 

 

92108

(Address of Principal Executive Offices)

 

(Zip Code)

 

2021 Employee Stock Purchase Plan

(Full Title of the Plan)

 

CT Corporation System

1999 Bryan St., Suite 900

Dallas, TX 75201-3136

(Name and Address of Agent For Service)

 

(214) 979-1172

(Telephone Number, Including Area Code, of Agent For Service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

  

PART I.

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

As permitted by the rules of the Securities and Exchange Commission (the “Commission”), this Registration Statement on Form S-8 (the “Registration Statement”) omits the information specified in Part I on Form S-8. The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Part I of Form S-8 will be sent or given to the participants in the Ainos, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) as required by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Commission as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

 

PART II.

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.  Incorporation of Documents by Reference

 

The following documents, previously filed by Ainos, Inc. (the “Registrant”) with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), are incorporated by reference in this Registration Statement:

 

 

(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as amended on Form 10-K/A, filed with the Commission on April 15, 2022 (SEC File No. 000-20791).

 

 

 

 

(b)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the Commission on May 16, 2022 (SEC File No. 000-20791).

 

 

 

 

(c)

The Registrant’s Current Reports on Form 8-K, filed with the Commission on February 3, 2022, March 17, 2022, April 4, 2022, April 15, 2022 and June 24, 2022 (SEC File No. 000-20791).

 

 

 

 

(d)

The description of the Registrant’s common stock set forth in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on August 1, 1996 pursuant to Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, as amended (other than any such documents or portions thereof that are deemed to have been furnished and not filed in accordance with the rules of the SEC), prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part thereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained in this Registration Statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to be a part of this Registration Statement.

 

Item 4. Description of Securities

 

Not Applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not Applicable.

 

Item 6. Indemnification of Directors and Officers.

 

Section 7.001 of the Texas Business Organizations Code (the “TBOC”) permits a Texas corporation to limit the personal liability of directors to it or its shareholders for monetary damages for any act or omission in a director’s capacity as director. Under the provisions of Chapter 8 of the TBOC, we may indemnify our directors, officers, employees and agents and purchase and maintain liability insurance for those persons. Chapter 8 of the TBOC provides that any director or officer of a Texas corporation may be indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him or her in connection with or in defending any action, suit or proceeding in which he or she is a party by reason of his or her position. With respect to any proceeding arising from actions taken in his or her official capacity as a director or officer, he or she may be indemnified so long as it shall be determined that he or she conducted himself in good faith and that he or she reasonably believed that such conduct was in the corporation’s best interests. In cases not concerning conduct in his or her official capacity as a director or officer, a director may be indemnified so long as he or she reasonably believed that his or her conduct was not opposed to the corporation’s best interests. In the case of any criminal proceeding, a director or officer may be indemnified if he or she had no reasonable cause to believe his or her conduct was unlawful. If a director or officer is wholly successful, on the merits or otherwise, in connection with such a proceeding, such indemnification is mandatory.

 

 
2

 

 

The Registrant’s By-laws, as amended, provide for the Registrant to indemnify each director and officer or former director or officer of the Registrant against liabilities imposed upon him (including reasonable amounts paid in settlement) and expenses incurred by him in connection with any claim made against him or any action, suit or proceeding to which he may be a party by reason of his being or having been a director or officer of the Registrant. A director or officer may, however, be found liable for, and the Registrant may be prohibited from indemnifying them against:

 

 

·

actions, suits or proceedings arising from negligence or misconduct in performance of a duty;

 

 

 

 

·

matters settled by the payment of sums which counsel selected by the Board of Directors deems not reasonable made primarily with a view to avoid the expenses of litigation; or

 

 

 

 

·

where indemnification would be against public policy.

 

The Registrant may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Registrant would have the power to indemnify him against such liability. The Company currently maintains an insurance policy under which the Company and the directors and officers of the Company are insured, within the limits of the policy, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, to which directors and officers of the Company are parties by reason of being or having been such directors or officers.

 

Item 7.  Exemption from Registration Claimed.

 

Not applicable.

 

 
3

 

 

Item 8. Exhibits.

Exhibit Index

 

Exhibit Number

 

Description

4.1

 

Ainos, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed with the Securities and Exchange Commission on June 24, 2022 (SEC File No. 000-20791))

5.1*

 

Opinion of Baker & McKenzie LLP

23.1*

 

Consent of PWR CPA, LLP, an Independent Registered Public Accounting Firm

23.2*

 

Consent of Baker & McKenzie LLP (included as part of Exhibit 5.1)

24.1*

 

Power of Attorney (included on signature page)

107*

 

Filing Fee Table

* Filed herewith

 

Item 9. Undertakings.

 

 

(a)

The undersigned Registrant hereby undertakes:

 

 

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

 

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

 

 

 

 

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

 

 

 

 

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

 

 
4

 

 

 

 

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

 

 

 

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

 

(b)

The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

 

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

 
5

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Taipei, Taiwan (R.O.C.), on July 7, 2022.

 

AINOS, INC.

By:

/s/ Chun-Hsien Tsai

Chun-Hsien Tsai, Chairman of the Board,

President, and Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints each of Chun-Hsien Tsai and Lawrence K. Lin his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and additions to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

Title

Date

 

 

 

 

 

/s/ Chun-Hsien Tsai

Chairman of the Board, Chief Executive Officer and President

July 7, 2022

Chun-Hsien Tsai

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Hui-Lan Wu

Chief Financial Officer

July 7, 2022

Hui-Lan Wu

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ Chung-Yi Tsai

Director

July 7, 2022

Chung-Yi Tsai

 

 

 

 

 

 

 

 

/s/ Chung-Jung Tsai

Director

July 7, 2022

Chung-Jung Tsai

 

 

 

 

 

 

 

 

 

/s/ Pao-Sheng Wei

Director

July 7, 2022

Pao-Sheng Wei

 

 

 

 

 

 

 

 

 

/s/ Yao-Chung Chiang

Director

July 7, 2022

Yao-Chung Chiang

 

 

 

 

 

 

 

 

 

/s/ Wen-Han Chang

Director

July 7, 2022

Wen-Han Chang

 

 
6


aimd_ex51.htm

EXHIBIT 5.1   

 

 

Baker & McKenzie LLP

 

452 Fifth Avenue

New York, NY 10018

United States

 

Tel: +1 212 626 4100

Fax: +1 212 310 1600

www.bakermckenzie.com

  

Asia Pacific

Bangkok

Beijing

Brisbane

Hanoi

Ho Chi Minh City

Hong Kong

Jakarta

Kuala Lumpur*

Manila*

Melbourne

Seoul

Shanghai

Singapore

Sydney

Taipei

Tokyo

Yangon

 

Europe, Middle East

& Africa

Abu Dhabi

Almaty

Amsterdam

Antwerp

Bahrain

Baku

Barcelona

Berlin

Brussels

Budapest

Cairo

Casablanca

Doha

Dubai

Dusseldorf

Frankfurt/Main

Geneva

Istanbul

Jeddah*

Johannesburg

Kyiv

London

Luxembourg

Madrid

Milan

Moscow

Munich

Paris

Prague

Riyadh*

Rome

St. Petersburg

Stockholm

Vienna

Warsaw

Zurich

 

The Americas

Bogota

Brasilia**

Buenos Aires

Caracas

Chicago

Dallas

Guadalajara

Houston

Juarez

Lima

Mexico City

Miami

Monterrey

New York

Palo Alto

Porto Alegre**

Rio de Janeiro**

San Francisco

Santiago

Sao Paulo**

Tijuana

Toronto

Valencia

Washington, DC

 

* Associated Firm

** In cooperation with Trench, Rossi e Watanabe Advogados

 

July 7, 2022

 

Ainos, Inc.

8880 Rio San Diego Drive, Ste. 800

San Diego, CA 92108

 

Ainos, Inc. 2021 Employee Stock Purchase Plan

 

Dear Ladies and Gentlemen:

 

We have acted as special counsel for Ainos, Inc., a Texas corporation (the “Company”), in connection with its filing with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-8 filed on the date hereof (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of 750,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “Plan”).

 

As the Company’s counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by the Company in connection with the sale and issuance of the Shares under the Plan. We have examined the originals, or photostatic or certified copies, of such records of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies.

 

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly and validly authorized, and when issued, sold and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

 

The opinions expressed above are limited to the laws of the State of Texas, the Texas Business Organizations Code of the State of Texas, and the federal laws of the United States of America.

 

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.

 

Sincerely,

 

/s/ Baker & McKenzie LLP

 

BAKER & McKENZIE LLP

 

 

 

 

 

 

Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein.

 

 


aimd_ex231.htm

  EXHIBIT 23.1

 

Consent of Independent Registered Public Accounting Firm

 

To Whom it May Concern:

 

We hereby consent to the use in this Registration Statement to form S-8 of our audit opinion report dated March 18, 2022, with respect to the audited financial statements of Ainos, Inc included in form 10-K for the period ended December 31, 2021 and 2020. We also consent to the references to us under the headings “Experts” in such Registration Statement.

 

/s/ PWR CPA, LLP

 

PWR CPA, LLP

Houston, Texas

July 7, 2022


aimd_ex107.htm

EXHIBIT 107

 

CALCULATION OF FILING FEE TABLE

 

Form S-8

(Form Type)

 

Ainos, Inc.

(Exact Name of the Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type

Security Class Title

Fee Calculation Rate(2)

Amount Registered(1)

Proposed Maximum Offering Price Per Share(2)

Maximum Aggregate Offering Price(2)

Fee Rate

Amount of Registration Fee

Equity

Common Stock, par value $0.01 per share

Other(2)

750,000.00

$0.20

$150,000.00

0.0000927

$13.91

Total Offering Amounts

 

$150,000.00

 

$13.91

Total Fee Offsets

 

 

 

$0.00

Net Fee Due

 

 

 

$13.91

   

 

(1)

The number of shares of common stock set forth to be registered is the number of shares authorized to be issued under the Registrant’s 2021 Employee Stock Purchase Plan (the “ESPP”). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common stock of Ainos, Inc.

 

 

 

 

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as amended. The offering price per share and aggregate offering price are based upon the average of the over-the-counter high and low prices on June



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