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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 15, 2025
| AINOS,
INC. |
| (Exact
name of registrant as specified in its charter) |
| Texas |
|
001-41461 |
|
75-1974352 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
8880
Rio San Diego Drive, Ste. 800, San Diego, CA 92108
(858)
869-2986
(Address
and telephone number, including area code, of registrant’s principal executive offices)
(Former
name or former address if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value
$0.01 per share |
|
AIMD |
|
The Nasdaq Stock Market
LLC |
| Warrants to purchase Common
Stock |
|
AIMDW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
As
previously reported, on August 1, 2021, Ainos, Inc. ( the “Company”) entered into a five-year product development
agreement (the “Product Development Agreement”) with Taiwan Carbon Nano Technology Corporation (“TCNT”),
as amended on January 9, 2024, July 8, 2024, and October 16, 2024, to co-develop pharmaceutical, medical device and other products defined
in the agreement. TCNT controls the company via its majority interest in Ainos Inc., a Cayman Islands corporation (“Ainos KY”)
and its direct ownership in the Company. Ainos KY is a shareholder of the Company and holds majority control of the voting power
of the Company through certain previously disclosed voting agreements.
On
October 15, 2025, the Company and TCNT entered into the fourth addendum to the Product Development Agreement (the “Fourth Addendum
Agreement”) to amend the fee for the exclusive use of patents of $50,000 per month (plus 5% sales tax) for a two-year period
starting from October 16, 2025, instead of one year starting from October 16, 2024. The parties may negotiate payment terms and subsequent
licensing methods thereafter.
The
foregoing description of the Fourth Addendum Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Third Addendum Agreement, an English translation of which is filed with this current report on Form 8-K as Exhibit
10.1 and is hereby incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Exhibits |
| 10.1 |
|
English Translation of Fourth Addendum to Product Development Agreement, dated October 15, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Ainos, Inc. |
| |
|
|
| Date: October 17, 2025 |
By: |
/s/ Chun-Hsien
Tsai |
| |
Name: |
Chun-Hsien Tsai |
| |
Title: |
Chief Executive Officer |
