Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement On September 24, 2026 (the “Effective Date”), Ainos, Inc. (the “Company”) entered into a Global Exclusive License Agreement (the “License Agreement”) with BioPhoenix Co., Ltd., a company organized under the laws of the Republic of China (Taiwan) (“BioPhoenix”). The License Agreement covers the Company’s VELDONA® low-dose oral interferon alpha technology platform.…
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Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement
On
September 24, 2026 (the “Effective Date”), Ainos, Inc. (the “Company”) entered into a Global Exclusive License
Agreement (the “License Agreement”) with BioPhoenix Co., Ltd., a company organized under the laws of the Republic of China
(Taiwan) (“BioPhoenix”). The License Agreement covers the Company’s VELDONA® low-dose oral interferon alpha technology
platform.
Under
the License Agreement, the Company granted BioPhoenix an exclusive, worldwide, irrevocable, transferable and sublicensable license under
certain of the Company’s intellectual property and related assets. The license allows BioPhoenix to research, develop, manufacture,
have manufactured, use, import, export, offer for sale, sell, commercialize and otherwise exploit VELDONA® for Sjögren’s
Disease and Thrombocytopenia (the “Licensed Indications”). The licensed territory covers all countries and territories worldwide.
During the term and for 10 years after it ends, the Company may not compete with the Licensed Indications anywhere in the world. The
Company also granted BioPhoenix a right of first refusal and a call option to license certain additional VELDONA® indications that
have progressed to Phase 2 clinical trials. BioPhoenix further has an option to license other non-licensed VELDONA® indications under
separate written agreements.
In
consideration for the license, BioPhoenix will pay the Company an upfront license fee of $600,000. The upfront fee is due after BioPhoenix
receives the complete data package and written confirmation that technology transfer is complete. BioPhoenix will also pay the Company
a one-time fee when it grants its first sublicense to a third party. If BioPhoenix licenses all of the additional VELDONA® indications
available under the License Agreement, the total license fees payable to the Company, including the upfront license fee and the first
sublicense fee, would be approximately $10.0 million. In addition, the Company will receive twenty-five percent (25%) of BioPhoenix’s
net sublicensing revenue for the Licensed Indications.
The
License Agreement continues on an indication-by-indication and country-by-country basis until the later of (a) the expiration of the
last-to-expire patent covering the applicable Licensed Indication or (b) 20 years after the Effective Date, unless terminated earlier.
Either party may terminate the License Agreement for the other party’s uncured material breach or insolvency. The License Agreement
contains customary representations, warranties, covenants, indemnification obligations and confidentiality provisions.
The
foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the License Agreement, a copy of which is filed with this current report on Form 8-K as Exhibit 10.1 and is hereby incorporated
herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure
On
September 28, 2026, the Company announced the execution of the License Agreement with BioPhoenix. A copy of the press release issued
by the Company in this connection is furnished herewith as Exhibit 99.1.
The
information furnished with this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended,
or the Exchange Act.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
Exhibit 99.1
Ainos
Details Partner-Funded VELDONA Development and Revenue Opportunities, Reinforcing Focus on Chemical Intelligence
Initial
license payment tied to near-term contractual delivery; additional payment opportunities may arise during development, before drug approval
Partner
assumes assigned clinical and regulatory funding and execution, reducing Ainos’ independent capital and staffing requirements
Ainos
retains existing platform ownership and 25% of applicable net sublicensing revenue; potential economic participation extends beyond the
$10 million licensing framework
HOUSTON,
TX / September 28, 2026 / Ainos, Inc. (NASDAQ: AIMD, AIMDW) (“Ainos” or the “Company”) today detailed the financial
and strategic benefits of the VELDONA® License Agreement announced on September 24, 2026 (the “Agreement”). Ainos expects
to complete the agreed contractual delivery shortly, with an initial license fee of $600,000 payable within 15 business days after
the applicable payment conditions are satisfied. This payment does not depend on completion of future clinical trials or receipt of marketing
approval.
The
pharmaceutical development partner identified in the September 24 announ…