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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): May 13, 2026
| 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
May 13, 2026, Ainos, Inc. (the “Company”) reported its financial results for the quarter ended March 31, 2026. 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
9.01 Financial Statement and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated May 13, 2026, 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:
May 13, 2026 |
By: |
/s/
Chun-Hsien Tsai |
| |
Name: |
Chun-Hsien
Tsai |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Ainos
Reports First Quarter 2026 Financial Results and Highlights Smell AI Execution Across Semiconductors and Healthcare Infrastructure Markets
HOUSTON,
TX / ACCESS Newswire / May 13, 2026 / Ainos, Inc. (NASDAQ:AIMD, AIMDW) (“Ainos” or the “Company”) today announced
financial results for the first quarter ended March 31, 2026 and provided a business update on recent execution progress for AI Nose
across semiconductors and healthcare infrastructure applications.
During
the first quarter of 2026, Ainos continued executing its commercialization priorities for AI Nose across industrial infrastructure environments
while continuing to expand its Smell ID datasets and refine its Smell Language Model (“SLM”) through deployment and pilot
activities.
“Our
first quarter progress reflects a continued transition from validation activities toward broader enterprise-level infrastructure deployment
readiness,” said Eddy Tsai, Chairman, President and CEO of Ainos. “We believe the operational milestones achieved during
the quarter has strengthened the foundation for future scalable commercialization of Smell AI – powered by AI Nose.”
“In
addition to our progress in semiconductor environments, we are expanding AI Nose deployment into healthcare infrastructure settings,
including hospital utility systems, laboratory environments, HVAC-related monitoring, MRI-related environments, and critical infrastructure
safety applications. We believe this represents an important long-term application category for AI-driven environmental intelligence,
by enabling continuous monitoring, anomaly awareness, and operational stability for hospital operation,” Mr. Tsai concluded.
Christopher
Lee, Chief Financial Officer of Ainos, added, “During the first quarter, we strengthened our balance sheet and liquidity position
through the previously announced NT$90 million (approximately US$2.8 million) financing arrangement while maintaining operating discipline
as we advanced commercialization activities. Reported operating expenses declined approximately 30% year-over-year to approximately US$2.28
million.”
“Revenue
during the quarter reflected the Company’s ongoing transition toward industrial and infrastructure-focused AI Nose deployments,
which remain in earlier stages of commercialization and validation. We believe our current execution priorities will help support broader
revenue generation opportunities in the second half of 2026,” Mr. Lee added.
First
Quarter 2026 and Recent Operational Highlights
●
Continued deployment activities associated with the previously announced approximately three-year $2.1 million AI Nose commercial arrangement
in backend semiconductor manufacturing environments, targeting approximately 1400 AI Nose systems
●
Initiated pilot and validation activities in selected front-end semiconductor environments
●
Expanded industrial commercialization initiatives through a distribution partnership supporting front-end semiconductor opportunities
●
Continued robotics integration and pilot activities involving robotic and quadruped systems
●
Continued development of Smell ID datasets and Smell Language Model capabilities through deployment and pilot activities
●
Continued optimization of AI Nose’s near-threshold sensing and pattern-recognition capabilities through ongoing deployment and
validation activities, supporting earlier identification of environmental anomalies across customer environments
The
Company believes that enterprise adoption of AI-driven environmental intelligence technologies is typically driven by structured implementation
roadmap with phased validation, infrastructure integration, and staged deployment. Ainos is aligning its commercialization strategy with
these anticipated enterprise adoption patterns as it advances AI Nose across semiconductor, healthcare infrastructure, robotics, and
industrial markets.
Ainos
remains focused on execution, deployment readiness, Smell ID dataset expansion, Smell Language Model development, and strategic commercial
expansion, supporting its long-term objective of advancing AI Nose as a scalable Smell AI platform for real-world infrastructure environments.
About
AI Nose
AI
Nose digitizes scent into Smell ID, an AI-driven form of scent intelligence. The full-stack electronic nose platform integrates high-precision
MEMS sensor arrays with proprietary AI algorithms designed to support ppb-level scent detection sensitivity, subject to application conditions
and deployment configurations. Smell ID converts analog scent signals into structured, actionable data, while the proprietary Smell Language
Model (SLM) is designed to learn, classify, and contextualize complex scent patterns over time.
Built
upon more than a decade of accumulated scent data and deep medtech expertise, AI Nose is designed to support continuous monitoring, predictive
analysis, and real-time alerts across industrial and manufacturing environments. AI Nose is offered under a SmellTech-as-a-Service architecture,
intended to support ongoing access to scent intelligence, analytics, and AI-driven insights through subscription-based deployment models.
About
Ainos, Inc.
Ainos,
Inc. (NASDAQ:AIMD) is a dual-platform AI and biotech company pioneering smelltech and immune therapeutics. Its AI Nose platform and smell
language model (SLM) digitize scent into Smell ID, a machine-readable data format, powering intelligent sensing across robotics, smart
factories, and healthcare. The company also develops VELDONA®, a low-dose oral interferon targeting rare, autoimmune,
and infectious diseases. Ainos, a fusion of “AI” and “Nose,” is redefining machine perception for the sensory
age. To learn more, visit https://www.ainos.com. Follow Ainos on X, formerly known as Twitter, (@AinosInc) and LinkedIn
to stay up-to-date.
Forward-Looking
Statements
Certain
statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking
statements. Forward-looking statements are based on management’s current assumptions and expectations of future events and trends,
which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results and other
events may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking
statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. There are a number of
important factors that could cause actual results, developments, business decisions or other events to differ materially from those contemplated
by the forward-looking statements in this press release. These factors include, among other things, our expectation that we will incur
net losses for the foreseeable future; our ability to become profitable; our ability to raise additional capital to continue our product
development; our ability to accurately predict our future operating results; our ability to advance our current or future product candidates
through clinical trials, obtain marketing approval and ultimately commercialize any product candidates we develop; the ability to obtain
and maintain regulatory approval of our product candidates; delays in completing the development and commercialization of our current
and future product candidates; developing and commercializing additional products, including diagnostic testing devices; our ability
to compete in the marketplace; compliance with applicable laws, regulations and tariffs, and factors described in the Risk Factors section
of our public filings with the Securities and Exchange Commission (SEC). Because forward-looking statements are inherently subject to
risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. These forward-looking
statements speak only as of the date of this press release and, except to the extent required by applicable law, the Company undertakes
no obligation to update or revise these statements, whether as a result of any new information, future events and developments or otherwise.
Contact
Information
Investor
Relations
ir@ainos.com
Ainos,
Inc.
Condensed
Consolidated Balance Sheets
| | |
March 31, 2026 | | |
December 31, 2025 | |
| | |
(Unaudited) | | |
| |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 2,841,422 | | |
$ | 417,353 | |
| Accounts receivable | |
| 23 | | |
| 22 | |
| Inventory, net | |
| 315,643 | | |
| 295,565 | |
| Other current assets | |
| 362,527 | | |
| 425,859 | |
| Total current assets | |
| 3,519,615 | | |
| 1,138,799 | |
| Intangible assets, net | |
| 18,110,834 | | |
| 19,226,003 | |
| Property and equipment, net | |
| 290,078 | | |
| 343,281 | |
| Other assets | |
| 161,056 | | |
| 163,025 | |
| Total assets | |
$ | 22,081,583 | | |
$ | 20,871,108 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Contract liabilities | |
$ | 350,000 | | |
$ | 350,000 | |
| Convertible notes payable - Related parties - current | |
| 2,000,000 | | |
| - | |
| Loan payable to related parties | |
| 2,812,940 | | |
| - | |
| Accrued expenses and others current liabilities | |
| 1,183,539 | | |
| 728,683 | |
| Total current liabilities | |
| 6,346,479 | | |
| 1,078,683 | |
| Convertible notes payable - Related parties - noncurrent | |
| 9,000,000 | | |
| 11,000,000 | |
| Other long-term liabilities | |
| 1,043,158 | | |
| 1,229,843 | |
| Total liabilities | |
| 16,389,637 | | |
| 13,308,526 | |
| Commitments and contingencies | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued and outstanding as of March 31, 2026 and December 31, 2025 | |
| - | | |
| - | |
| Common stock, $0.01 par value; 300,000,000 shares authorized as of March 31, 2026 and December 31, 2025, 7,266,011 and 6,982,675 shares issued and 6,106,011 and 5,822,675 shares outstanding as of March 31, 2026, and December 31, 2025, respectively | |
| 72,660 | | |
| 69,827 | |
| Treasury stock, at cost (1,160,000 shares held as of March 31, 2026 and December 31, 2025) | |
| (1,972,000 | ) | |
| (1,972,000 | ) |
| Additional paid-in capital | |
| 77,833,141 | | |
| 77,234,374 | |
| Accumulated deficit | |
| (69,980,128 | ) | |
| (67,520,328 | ) |
| Accumulated other comprehensive loss | |
| (261,727 | ) | |
| (249,291 | ) |
| Total stockholders’ equity | |
| 5,691,946 | | |
| 7,562,582 | |
| Total liabilities and stockholders’ equity | |
$ | 22,081,583 | | |
$ | 20,871,108 | |
Ainos,
Inc.
Condensed
Consolidated Statements of Operations
(Unaudited)
| | |
Three
months ended March
31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Revenues | |
$ | 161 | | |
$ | 106,207 | |
| Cost of revenues | |
| (763 | ) | |
| (18,233 | ) |
| Gross profit (loss) | |
| (602 | ) | |
| 87,974 | |
| Operating expenses: | |
| | | |
| | |
| Research and development | |
| 1,689,860 | | |
| 1,724,084 | |
| Selling,
general and administrative | |
| 593,185 | | |
| 1,526,761 | |
| Total
operating expenses | |
| 2,283,045 | | |
| 3,250,845 | |
| Loss from operations | |
| (2,283,647 | ) | |
| (3,162,871 | ) |
| | |
| | | |
| | |
| Non-operating (expenses) income, net: | |
| | | |
| | |
| Interest expense | |
| (176,876 | ) | |
| (180,445 | ) |
| Other income, net | |
| 723 | | |
| 57,294 | |
| Total
non-operating expenses, net | |
| (176,153 | ) | |
| (123,151 | ) |
| | |
| | | |
| | |
| Net loss before income taxes | |
| (2,459,800 | ) | |
| (3,286,022 | ) |
| Provision for income taxes | |
| - | | |
| - | |
| Net loss | |
$ | (2,459,800 | ) | |
$ | (3,286,022 | ) |
