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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): November 7, 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
2.02 Results of Operations and Financial Condition
On
November 13, 2025, Ainos, Inc. (the “Company”) reported its financial results for the quarter ended September 30, 2025. A
copy of the press release issued by the Company in this connection is furnished herewith as Exhibit 99.1.
The
information in this Item in this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filing.
Item
5.07 Submission of Matters to a Vote of Security Holders
On
November 7, 2025, the Company held an annual meeting of stockholders (the “Annual Meeting”) at
10F-2, No. 66, Shengyi 5th Rd., Zhubei City, Hsinchu County 302, Taiwan (R.O.C.).
As
of the close of business on September 17, 2025, the record date for the Annual Meeting (the “Record Date”), 4,771,184 shares
of the Company’s common stock, par value $0.01 (the “Common Stock”) were outstanding and entitled to vote. At the Annual
Meeting, a total of 3,226,793 votes, comprised of shares of the Company’s Common Stock, equivalent to approximately 67.63% of the
outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon
at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes,
as to such matters, where applicable, are set forth below.
1.
The seven nominees for director were elected to serve until their successors are duly elected and qualified as follows:
| Director | |
Votes For | | |
% Votes For | | |
Votes Withheld | | |
% Votes Withheld | |
| Chun-Hsien Tsai | |
| 2,631,903 | | |
| 98.38 | % | |
| 43,242 | | |
| 1.62 | % |
| Wen-Han Chang | |
| 2,665,658 | | |
| 99.65 | % | |
| 9,487 | | |
| 0.35 | % |
| Yao-Chung Chiang | |
| 2,665,483 | | |
| 99.64 | % | |
| 9,662 | | |
| 0.36 | % |
| Pao-Sheng Wei | |
| 2,669,856 | | |
| 99.80 | % | |
| 5,289 | | |
| 0.20 | % |
| Ting-Chuan Lee | |
| 2,630,570 | | |
| 98.33 | % | |
| 44,575 | | |
| 1.67 | % |
| Chun-Jung Tsai | |
| 2,630,670 | | |
| 98.34 | % | |
| 44,475 | | |
| 1.66 | % |
| Chung-Yi Tsai | |
| 2,630,410 | | |
| 98.33 | % | |
| 44,735 | | |
| 1.67 | % |
2.
The proposal to ratify the appointment of YCM CPA INC. as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2025 was approved as follows:
| Votes For | | |
Votes Against | | |
Broker Non-Votes | | |
Votes Abstained | |
| | 3,198,407 | | |
| 26,937 | | |
| 0 | | |
| 1,449 | |
3.
The proposal to reservation of up to 950,000 shares of common stock as special stock awards, which are not issued under the Ainos, Inc.
2023 Stock Incentive Plan was approved as follows:
| Votes For | | |
Votes Against | | |
Broker Non-Votes | | |
Votes Abstained | |
| | 2,598,464 | | |
| 75,175 | | |
| 551,648 | | |
| 1,506 | |
Item
9.01 Financial Statement and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release dated November 13, 2025, issued by the Ainos, Inc. |
| 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:
November 13, 2025 |
By: |
/s/
Chun-Hsien Tsai |
| |
Name: |
Chun-Hsien
Tsai |
| |
Title: |
Chief
Executive Officer |
