Section 1.01 Entering into a Material Definitive Agreement.

The matters set out in Section 2.01 of this report are incorporated herein by this reference.

Item 2.01 Completion of Acquisition or Disposal of Assets.

Reference is made to certain convertible note purchase agreements dated March 28, 2022 (the “Agreements”) by and between Ainos, Inc.a Texas
company (the “Company”) and Chih-cheng tsai , Ming Hsien Lee, Yu-Yuan Hsuand First class companya British Virgin Islands company (collectively the “Buyers”).

In accordance with the agreements, the buyers paid a total of $850,000 USD (the “Principal Amount”) to the Company in exchange for convertible promissory notes issued by the Company in the Principal Amount (the “Convertible Notes”). The following identifies each of the Buyers and their respective payments to the Company: Chih-cheng tsai $100,000; Ming Hsien Lee $200,000; Yu-Yuan Hsu $50,000; and First class company $500,000.

The principal amount of the convertible notes is payable in cash on March 30, 2027, although the Company may redeem the Convertible Bonds in whole or in part without penalty. Convertible Notes do not bear interest. If they have not been redeemed earlier, the Convertible Bonds will be converted into ordinary shares,
$0.01 par value per share of the Company, or any other security or property for which the convertible notes may become convertible, immediately prior to the closing of any public offering of ordinary shares of the Company following which the ordinary shares of the Company will be listed on a American stock market. The conversion price, subject to certain adjustments described in Section 2(b) of the Convertible Bond, will be eighty percent (80%) of the IPO price of the offering.

The foregoing description of the Contracts and the Convertible Bonds is not complete and is qualified in its entirety by the text of the Contracts and the Convertible Bonds.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The matters set out in Section 2.01 of this report are incorporated herein by this reference.

Item 9.01 Financial statements and supporting documents.

The following documents are filed as part of this report:

  (d) Exhibits

Exhibit No.   Description
  2.1           Form of Convertible Note Purchase Agreement
  10.1          Form of Convertible Promissory Note


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