Convertible Notes Payable and Loan Payable |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Notes Payable and Loan Payable | 5. Convertible Notes Payable and Loan Payable
As of March 31, 2026 and December 31, 2025, the respective notes payable were as follows:
May 2027 Convertible Notes and Warrant Purchase Agreement
On May 3, 2024, The Company entered into Convertible Note and Warrant Purchase Agreement with the ASE Test, Inc. (“ASE”), a shareholder of Ainos Inc., a Cayman Islands company (“Ainos KY”), for the issuance of convertible promissory notes with 6% compound interest in the aggregate principal amount of $9,000,000 (collectively the “Notes”) convertible into shares of common stock, par value $ per share, of the Company, payable three (3) years from May 3, 2024 as well as the issuance of warrants for the purchase of up to 500,000 shares of common stock at a price per share of $, exercisable until May 3, 2029. The full $9,000,000 principal amount under the agreement was received from ASE in May 2024.
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”).
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 for $1,000,000 in cash. As of March 31, 2026, the Company received the full amount of the payment.
On March 12, 2025, the Company entered into an amendment to the Convertible Note (the “Lee Convertible Note Amendment”) with Li-Kuo Lee to extend the maturity date to May 13, 2025.
On April 30, 2025, the Company repaid the full principal with accrued interest aggregate amount of $1,132,650.
Convertible Note Issued to ASE Test, Inc. (the “ASE Note”)
Pursuant to 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, 2025, the Company received the full amount of the payment.
On March 10, 2025, the Company entered into an amendment to the Convertible Note (the “ASE Convertible Note Amendment”) with ASE Test to (1) extend the maturity date to March 12, 2027, and (2) change the conversion price from $37.50 per share (adjusted for the 1-for-5 reverse stock split of the Company’s common stock on December 14, 2023 and another adjusted for the 1-for-5 reverse stock split of the Company’s common stock on June 30, 2025) to a price of the lower of (a) $37.50 per share and (b) the higher of (x) the average closing price per share of Common Stock for the period of thirty (30) trading days prior to the day when the noteholder exercises the conversion right or (y) $.
The March 2025 Convertible Notes bear 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 from $22.50 to $37.50 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 and other notes payable for the three months ended March 31, 2026 was $176,808, compared with the same period in year 2025 was $180,229. As of March 31, 2026 and December 31, 2025, the unpaid accrued interest expense was $1,406,651 and $1,229,843, respectively.
March 2026 Loan agreement
On March 27, 2026, the Company entered into a loan agreement with ASE Test, Inc., a related party, pursuant to which ASE Test, Inc. agreed to lend the Company an aggregate principal amount of NT$90 million (the “Loan”) (approximately US$2,812,940). As of March 31, 2026 the Company received the full amount of the loan agreement.
The Loan bears interest at a rate of 2.5% per annum, accruing daily based on a 365-day year. The loan and the accrued interest are payable in full on the date falling exactly one (1) year after the drawdown date.
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