Full Press Release Details
Amarillo Biosciences, Inc. Enters
into a Securities Purchase Agreement to Foster New
Amarillo, TX, December 30, 2020 -- Amarillo Biosciences, Inc.
( we , ABI or the Company ),
(OTCBB: AMAR), a company engaged in low-dose non-injectable
interferon research, announced today that it has entered into a
Securities Purchase Agreement ( Agreement ) with a
strategic investor, Ainos, Inc., a Cayman Islands corporation
( Ainos ) focused on advanced technology diagnostic
medical devices and artificial intelligence consumer healthcare
solutions. Ainos develops and manufactures point-of-care testing
( POCT ) rapid test kit products that include
diagnostics for COVID-19 (SARS CoV2 Antigen Rapid Test), pneumonia,
vaginal infection and helicobacter pylori (H. pylori) bacterial
infection. Ainos POCT delivers test results rapidly utilizing
biosensors and artificial intelligence algorithms for volatile
organic compound (VOC) analysis.
to the Agreement, upon the closing, ABI will issue 100,000,000
shares of common stock at $0.20 per share to Ainos in exchange for
certain patent assignments. The
issuance of these shares to Ainos will require an increase in the
number of the Company's authorized shares of common stock. If
the transactions contemplated by the Agreement close, Ainos is
anticipated to become ABI's majority shareholder and will
have the right to designate a new Board of Directors and the
Company's name will also be changed to Ainos,
closing of the transactions contemplated by the Agreement is
contingent upon satisfaction of certain conditions including the
approval of the terms of the Agreement by ABI's shareholders.
Under the terms of the Agreement, the Company will file a proxy
statement or information statement, which shall include the
recommendation of the Company's Board of Directors that the
Company's shareholders approve the Agreement and authorize
the transactions contemplated thereby.
Agreement is intended to be part of a broader strategic transaction
to augment the Company's business growth whereby Ainos is
expected to contribute additional resources to the Company,
including a new product line of novel POCT rapid test kits and
potentially working capital in the form of a loan, convertible
notes, or acquiring other debt or equity securities of the
are delighted to have Ainos as a strategic investor. We believe
this transaction will unite our capabilities to spearhead
innovation in medical diagnostics and accelerate the
Company's path to product commercialization, said
Stephen T. Chen, Chairman & CEO of ABI.
on the transaction, Ainos' President, Mr. Chun Hsien Tsai
said: This transaction is an important and exciting moment
for Ainos. ABI presents Ainos with a unique opportunity to further
develop its corporate business platform, and we look forward to
working with ABI to assist in taking the Company to the next level
in terms of growth and expansion.
Additional Information and Where to Find It
connection with the proposed transaction, the Company plans to file
relevant materials with the Securities and Exchange Commission (the
SEC ), including a proxy statement on Schedule 14A or
an information statement on Schedule 14C. Promptly after filing its
definitive proxy statement or information statement with the SEC,
the Company will mail the definitive proxy statement or information
statement to each shareholder entitled to vote at the special
meeting relating to the transaction. INVESTORS AND SHAREHOLDERS ARE
URGED TO CAREFULLY READ THE PROXY STATEMENT OR INFORMATION
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY
DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL
FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES
TO THE TRANSACTION. The definitive proxy statement or information
statement, the preliminary proxy statement or information
statement, and other relevant materials in connection with the
transaction (when they become available) and any other documents
filed by the Company with the SEC, may be obtained free of charge
at the SEC's website (www.sec.gov).
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
press release contains (and oral communications made by us may
contain) forward-looking statements within the
meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as
anticipate, believe,
estimate, expect, intend,
plan, predict, project,
target, future, seek,
likely, strategy, may,
should, will, and similar references to
future periods. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based
only on our current beliefs, expectations, and assumptions
regarding the future of our business, future plans and strategies,
projections, anticipated events and trends, the economy, and other
future conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks, and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Our actual results may differ
materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking
statements. Important factors that could cause our actual results
to differ materially from those indicated in the forward-looking
statements include, among others, the following:
or more closing conditions to the transaction may not be satisfied
or waived, on a timely basis or otherwise;