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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 14, 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.) |
3050
Post Oak Blvd, Suite 510-T80, Houston, TX 77056
(281)
898-6586
(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
5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year
On
October 14, 2026, the board of directors (the “Board”) of Ainos, Inc., a Texas corporation (the “Company”), unanimously
approved the second amended and restated bylaws (the “Restated Bylaws”) of the Company, effective immediately, which among
other things, adopted a classified board structure under which the directors are divided into three classes, designated as Class I, Class
II and Class III, each class consisting, as nearly equal in number as possible, of one-third of the total number of directors constituting
the entire Board.
Effective
upon the effectiveness of the Restated Bylaws, the current directors are hereby assigned to classes as follows: Class I (term expiring
at the 2026 annual meeting of shareholders): Ting-Chuan Lee, Chun-Jung Tsai, and Chung-Yi Tsai; Class II (term expiring at the 2027 annual
meeting): Yao-Chung Chiang and Pao-Sheng Wei; Class III (term expiring at the 2028 annual meeting): Chun-Hsien Tsai and Wen-Han Chang;
and that directors elected at each annual meeting thereafter to succeed the class whose term expires shall be elected for a term expiring
at the third succeeding annual meeting, and each director shall hold office until his or her successor is elected and qualified, or until
earlier death, resignation or removal.
The
foregoing description of the amendment is qualified in its entirety by reference to the full text of the Restated Bylaws of the Company, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The
foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and
is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit
3.1 and herein incorporated by reference.
Item
8.01 Other Events.
On
the same day, the Board unanimously approved the amended Corporate Governance Policies of the Board (the “Corporate Governance
Policies”), which among other things, reflected the classified board structure disclosed above.
A
copy of the Corporate Governance Policies is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item
9.01 Financial Statement and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Second Amended and Restated Bylaws of Ainos, Inc. |
| 99.1 |
|
Corporate Governance Policies of the Board of Directors, as amended |
| 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 16, 2026 |
By: |
/s/
Chun-Hsien Tsai |
| |
Name: |
Chun-Hsien
Tsai |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
AINOS,
INC.
CORPORATE
GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS
| 1.0 | PURPOSE
OF THE POLICIES |
These
Corporate Governance Policies (the “Policies”) have been adopted by the Board of Directors (the “Board”)
of AINOS, INC., a Texas corporation (the “Company”) to assist the Board in carrying out its responsibilities
and in following corporate best practices. These Policies are to be interpreted in the context of all applicable laws and regulations,
the Company’s charter documents and other governing legal documents.
The
Company’s management is responsible for:
| ● | development
of strategic, financial and management policies of the Company for consideration by the Board; |
| ● | the
operations of the Company in accordance with such policies; |
| ● | timely
preparation of financial statements and other reports about the Company, and informing the
Board about the Company’s operations; and |
| ● | identification
and management of the Company’s risks and development of risk mitigation strategies. |
The
Board is responsible for protecting and enhancing the assets of the Company and serving the best interests of the Company’s stockholders.
These duties include:
| ● | monitoring
the effectiveness of management and Company policies and decisions; and |
| ● | oversight
of the Company’s risk management process, which shall include periodic review of management’s
risk analysis. |
| 2.0 | AUTHORITY
OF THE BOARD |
Pursuant
to Article II, Section 1 of the Company’s Second Amended and Restated Bylaws adopted on October 14, 2026 (the “Bylaws”):
“The business and property of the Corporation shall be managed by the Board of Directors, and subject to the restrictions imposed
by law, the Articles of Incorporation or by these Bylaws, they may exercise all the powers of the Corporation.”
AINOS,
INC. CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS
Page
1 of 9
| 3.1 | Selection
of Directors. The Board shall select members to fill Board vacancies and nominate
candidates for election at the annual meeting of stockholders (the “Annual Meeting”)
or other similar meeting. Pursuant to Article II, Section 1 of the Bylaws, the Board is divided
into three classes, designated Class I, Class II and Class III, each consisting as nearly
equal in number as possible of one-third of the total number of directors. Directors of each
class are elected for staggered three (3) year terms, such that the term of one class expires
at each Annual Meeting, and each director holds office until the Annual Meeting at which
his or her term expires and until his or her successor is elected and qualified, subject
to earlier death, resignation, disqualification or removal. At each Annual Meeting, the Board
shall nominate candidates only for the class of directors whose term expires at such meeting |
| 3.1.1 | Board
Membership Criteria. The Board encourages selection of directors, including nominees
by stockholders, who will contribute to the Company’s overall corporate goals. The
Board will periodically review the characteristics appropriate for directors to possess in
light of the Board’s composition and skills and expertise needed at the Board and committee
levels. In determining whether to recommend a nominee for election, the Board shall consider
all of his or her relationships with any of the Company’s stockholders, competitors,
customers, suppliers or other persons related to the Company, and for determining whether
to recommend a director for re-election, the Board shall also consider the director’s
past meeting attendance and participation in and contributions to the activities of the Board.
The Board is committed to Board diversity and shall consider a nominee’s background
and experience to ensure that a broad range of perspectives is represented on the Board.
In particular, the Board will consider a nominee’s membership in an underrepresented
community, such as race, ethnicity, sexuality, gender or veteran status. |
| 3.1.2 | Management
Director. The Board anticipates that the Company’s Chief Executive Officer (“CEO”)
will be nominated to serve on the Board. |
If
the Company qualifies as a “controlled company” as defined under the Nasdaq rules, the Company’s Secretary shall be
notified of all potential candidates for nomination to the Board. Nominations made other than by the Board must be made in full compliance
with the Company’s Bylaws.
AINOS,
INC. CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS
Page
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If
the Company does NOT qualify as a “controlled company” as defined under the Nasdaq rules, the Company’s Secretary shall
propose lists of potential director candidates. However, director nominees shall be selected or recommended by a majority of the Company’s
independent directors.
Each
potential candidate must provide a list of references and agree (i) to be interviewed by the Board and (ii) to a background check or
other review of qualifications by the Company. Prior to nomination of any candidate by the Board, each director shall be provided the
opportunity to meet with the candidate. Any candidate nominated shall upon request agree in writing to comply with these Policies and
all other Company policies and procedures applicable to members of the Board.”
| 3.1.4 | Vacancies.
Pursuant to Article II, Section 1 of the Bylaws, any vacancy occurring in the Board may be
filled by the affirmative vote of a majority of the remaining directors though less than
a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. In case of any increase in the number of directors, the
additional directors shall be elected at an annual or special meeting of shareholders called
for that purpose or by the Board for a term of office continuing only until the next election
of one or more directors by the shareholders; provided, however, that during a period between
two successive annual meetings of shareholders, the Board may not fill more than two vacancies
created by an increase in the number of directors. The Board shall designate the class to
which any newly created directorship is assigned, and a director elected by the shareholders
to fill such directorship serves for the remainder of the term of that class. |
| 3.2 | Size
of the Board. The number of directors shall be established by the Board in accordance
with the Company’s Certificate of Formation and Bylaws. The Board will review the appropriate
size of the Board from time to time and may approve a change in the authorized number of
directors. The Bylaws of the Company states: “The Board of Directors shall consist
of not less than one nor more than thirty directors, as so determined from time to time by
resolution of the Board of Directors. Within the above limits, the number of directors may
be increased or decreased (provided such decrease does not shorten the term of any incumbent
director) from time to time by resolution of the Board of Directors.” Any increase
or decrease in the number of directors shall be apportioned by the Board among the classes
so as to maintain the number of directors in each class as nearly equal as possible. |
AINOS,
INC. CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS
Page
3 of 9
| 3.3 | Independent
Directors. |
| 3.3.1 | Independent
Directors. |
If
the Company qualifies as a “controlled company” as defined under the Nasdaq rules, the Company shall elect to be covered
by the Controlled Company exemption from the independent director requirement of Nasdaq 5065(b)(1).
If
the Company does NOT qualify as a “controlled company” as defined under the Nasdaq rules, within 12 months from the date
the company ceases to be a controlled company, the Company’s board of directors must consist of a majority of independent directors
pursuant to Listing Rule 5605(b) and 5615(c).”
| 3.3.2 | Affirmative
Determination of Independence. Based on information provided by Board members and advice
of counsel, the Board, or a designated committee of the Board shall affirmatively determine
at times required by the Nasdaq listing standards (the “Listing Standards”)
that the directors designated as independent have no material relationships to the Company
(either directly or indirectly) that may interfere with the exercise of their independence
from management and the Company. |
| 3.3.3 | Proposed
Transactions. Directors may be asked from time to time to leave a Board meeting when
the Board is considering a transaction in which the director (or another organization in
which a director is a director or officer) has a financial or other interest. The Board shall
review and approve any proposed related party transactions in compliance with the Company’s
policies and Listing Standards. |
| 3.3.4 | Annual
Determination. The Board will make an affirmative determination, at least annually, that
other commitments of non- employee directors, including services on additional public boards,
continue to allow sufficient time to perform their Board and committee duties. |
| 3.4 | Board
Leadership. The Board may elect a chairperson of the Board pursuant to Article III,
Section 5 of the Bylaws. If elected, the Chairman of the Board shall preside at all meetings
of the shareholders and of the Board of Directors; and he shall have such other powers and
duties as designated in the Bylaws and as from time to time may be assigned to him by the
Board of Directors. |
AINOS,
INC. CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS
Page
4 of 9
| 3.5 | Fixed
Terms. Longer-serving directors have valuable insight about the Company’s business,
operations, history, policies and objectives. The Board believes that term limits and mandatory
retirement ages for directors are not in the best interests of the Company, and the Board
shall instead review annually the current effectiveness of each director in nominating candidates
for election or re-election. |
| 3.6 | Director
Time Commitment. Directors should be able to devote sufficient time to Board and
committee duties and to understanding the Company’s business. The Board will review
the other commitments of potential Board candidates, and do so annually for existing Board
members, to make this determination. Board members must notify the Board and the General
Counsel, and obtain the Board’s approval, before accepting an invitation to serve on
the board of another company. Factors the Board may consider include the following: (i) resulting
actual or potential conflicts of interest; (ii) actual or potential competition between the
Company and the other company; (iii) significant or potentially significant relationships
between the Company and the other company, such as vendor, customer, supplier, contractor
or consultant; and (iv) whether acceptance of the offer may reflect unfavorably on the Company.
Unless otherwise approved by the Board, no Board member shall serve on the board of any significant
Company competitor, supplier or customer (as determined by the Board). |
| 3.7 | Change
in Circumstances. Directors who change their principal occupation or business association
should not necessarily leave the Board. However, if any director has a Change in Circumstances
(as defined below), then the director shall promptly disclose it to the General Counsel (or
if none, the CFO), who will notify the Board of any material Change in Circumstances (as
determined by the General Counsel or if none, the CFO). The Board, excluding the applicable
director, will determine whether to request that director to resign. For these purposes,
“Change in Circumstances” will mean any change in a director’s personal
or professional circumstances, since such director’s most recent election to the Board,
that would require disclosure in such director’s D&O Questionnaire or the proxy
statement of the Company if such director were to be nominated for re-election at the next
Annual Meeting, including, but not limited to, a change of employer or primary occupation
(including retirement) or a material change in occupational responsibilities. |
| 3.8 | Ownership
Guidelines. The Board expects all directors and executive officers to display confidence
in the Company by owning shares of the Company’s common stock. For purposes of these
guidelines, stock ownership includes shares of the Company’s common stock held in trust
for the director or executive officer, as applicable, and his or her immediate family, plus
vested deferred stock, but not unvested or unexercised equity. If the Board adopts a minimum
ownership requirement, the number of shares is calculated annually as of the last day of
the Company’s fiscal year. The value of a share shall be the greater of the then current
market price or the closing price on the acquisition date. |
AINOS,
INC. CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS
Page
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| 3.9 | Director
Education. Each director is expected to participate in continuing education to maintain
the necessary level of expertise to perform his or her responsibilities. The Board and the
General Counsel are responsible for administering or approving eligible continuing education
programs, which may include a mix of in-house and third-party programs. The Company will
pay the out-of-pocket costs of attendance for any director. |
| 3.10 | Board
Assessment. The Board shall conduct, at least annually, an assessment of its overall
effectiveness and performance. |
| 3.11 | Executive
Officer Review. The Compensation Committee of the Board shall conduct, and review
with the Board, an annual evaluation of the performance of all executive officers. |
| 3.12 | Management
Development. Annually, the Board shall review management development and discuss
candidates to fulfill the CEO’s responsibilities on an interim basis in the event that
the CEO is disabled or otherwise incapacitated. |
| 4.1 | Meetings
of Board. Each fiscal year, the Board will hold at least two (2) meetings without
management present, and may invite the Company’s independent auditors, legal counsel,
finance staff and other employees to attend. |
| 4.2 | Session
with CEO. Each regular Board meeting is intended to include a session between the
CEO and the independent directors, to permit discussion of personnel and management issues,
management development and other topics. |
| 4.3 | Agenda.
The chairperson of the Board, if designated, or the CEO will have primary responsibility
for preparing any Board meeting agenda and distributing it to the directors with appropriate
written information and background materials. Agendas should address items suggested by Board
members. |
| 4.4 | Board
Materials Distributed In Advance. Information concerning the Company, and its finances,
operations and strategy, is important to the Board’s understanding and decision-making
process. When feasible, appropriate information relating to agenda items should be distributed
in writing to the Board in advance of the Board meeting. For sensitive or late-breaking topics,
discussion will be held at the meeting and no materials need be distributed. |
AINOS,
INC. CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS
Page
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| 4.5 | Board
Access to Management. Management will afford each Board member access to Company
employees, and outside auditors, legal counsel and other professional advisors for any purpose
reasonably related to the Board’s responsibilities, with the Board authorized to establish
reasonable processes related to such matters. The Board encourages management to include
in Board meetings Company personnel who can provide additional insight into the items being
discussed, and/or to present key employees who should be given exposure to the Board. Management
is responsible for arranging presentations at Board meetings and providing information to
the Board about the operations of the Company. Each director is entitled to inspect the Company’s
books and records and obtain such other data and information as the director may reasonably
request; inspect facilities as reasonably appropriate for the performance of director duties;
and to receive notice of all meetings in which a director is entitled to participate and
copies of all Board meeting minutes, with the Board authorized to establish reasonable processes
related to such matters. |
| 4.6 | Outside
Advisors. The Board and its committees are authorized to obtain legal or other advisors
of their choice, at the Company’s expense, who shall report directly to the Board or
the committee. |
| 5.1 | Committees.
The current committees of the Board are the Audit Committee and the Compensation Committee.
The Board may form, merge or dissolve committees as it deems appropriate from time to time.
The Audit Committee and the Compensation Committee shall be comprised entirely of Independent
Directors. Exceptions shall only be made under unusual circumstances and only with unanimous
approval of the Independent Directors. Committee composition shall conform to applicable
laws and regulations. |
| 5.2 | Committee
Member Selection. The Board will designate the members and the chairperson of each
committee, endeavoring to match the committee’s function and needs for expertise with
individual skills and experience of the appointees. |
| 5.3 | Committee
Functions. Each committee will have a written charter approved by the Board. The
charters shall be at a minimum in compliance with all legal requirements and Listing Standards.
The number of, and content and processes for, such committee meetings (including attendees
at such meetings) and means of carrying out committee responsibilities will be determined
by each committee in light of the committee’s charter, the committee’s authority
delegated by the Board, and the legal, regulatory, accounting and governance principles applicable
to the committee’s function. The minutes of the committees will be available to the
full Board. The Company will afford access to the Company’s employees, professional
advisors and other resources to enable committee members to carry out their responsibilities. |
AINOS,
INC. CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS
Page
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| 6.0 | BOARD
MEMBER RESPONSIBILITIES |
| 6.1 | Generally.
A director is expected to discharge his or her duties, including duties as a committee member,
in good faith and in a manner the director reasonably believes to be in the best interests
of the Company and its stockholders and to abide by the highest ethical and fiduciary standards. |
| 6.2 | Disclose
Relationships and Other Information. E ach director is expected to disclose promptly
to the Board and to respond promptly and accurately to periodic inquiries from the Company
regarding any existing or proposed relationships with the Company, including compensation
and stock ownership, which could affect the independence of the director under applicable
Listing Standards or any additional standards as may be established by the Board. Each director
shall also promptly inform the Company of any material change in such information. |
| 6.3 | Attendance.
Board members are expected to devote sufficient time and attention to prepare for, attend
and participate in Board meetings and meetings of committees on which they serve, including
advance review of meeting materials that may be circulated prior to each meeting. |
| 6.4 | Reporting
and compliance systems. Based on information available, each director should be satisfied
that the Company’s management maintains an effective system for timely reporting to
the Board or appropriate Board committees on the following, without limitation: (1) the Company’s
financial and business plans, strategies and objectives; (2) the recent financial results
and condition of the Company and its business segments; (3) significant accounting, regulatory,
competitive, litigation and other external issues affecting the Company; and (4) systems
of control which promote accurate and timely reporting of financial information to stockholders
and compliance with laws and corporate policies. Each director is expected to have a basic
understanding of the foregoing matters to the extent information is furnished by management
or otherwise available to the Board. |
| 6.5 | Continuing
education. The Board is expected periodically to review the Company’s policies
and procedures for providing orientation sessions for newly elected or appointed directors
and to recommend, on an as-needed basis, continuing director education programs for Board
or committee members. |
| 6.6 | Annual
evaluation. The Board will evaluate these corporate governance guidelines and whether
the Board and its committees are functioning effectively at least annually. |
AINOS,
INC. CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS
Page
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| 6.7 | Risk
Oversight. The Board should understand the principal risks associated with the Company’s
business on an on-going basis and it is the responsibility of management to assure that the
Board and its committees are kept well informed of these changing risks on a timely basis.
It is important that the Board oversee the key risk decisions of management, which includes
comprehending the appropriate balance between risks and rewards. The Board reserves oversight
of the major risks facing the Company and has delegated risk oversight responsibility to
the appropriate committees in the following areas: the audit committee oversees risks relating
to financial matters, financial reporting and auditing and the compensation committee oversees
risks relating to the design and implementation of the Company’s compensation policies
and procedures. |
| 6.8 | Reliance
on Information. A director is entitled to rely on reports or other information provided
by Company management, independent auditors, legal counsel and other persons, in the discharge
of his or her duties. |
| 6.9 | Confidentiality.
Directors have an obligation to protect and keep confidential all non-public information
related to the Company (“Confidential Information”) unless and
until the Company has authorized public disclosure (or unless otherwise required by law or
regulation). Confidential Information includes all non-public information entrusted to or
obtained by a director by reason of his or her position on the Board, such as information
regarding the strategy, business, finances and operations of the Company and third parties,
minutes, reports and materials of the Board and its committees, other documents identified
as confidential by the Company and all other non-public information provided by the Company,
including but not limited to non-public information concerning: (i) the Company’s financial
condition, prospects or plans, its marketing and sales programs and research and development
information, as well as information relating to acquisitions, divestitures and actions relating
to the Company’s stock; (ii) possible transactions with other companies or information
about the Company’s suppliers, customers or partners that the Company is under an obligation
to maintain as confidential; and (iii) the proceedings and deliberations of the Board and
its committees, and the discussions and decisions between and among employees, officers and
directors and their advisors. Directors may not use Confidential Information for personal
benefit or to benefit other persons or entities other than the Company. Directors shall refrain
from disclosing Confidential Information to anyone outside the Company, specifically including
any principal or employee of any entity or person that employs the director or has sponsored
the director’s election to the Board, except with Company authorization or as otherwise
may be required by applicable law. The obligations described above continue even after service
on the Board has ended. Any questions or concerns about potential disclosures should be directed
to the General Counsel. |
| 6.10 | Management
Succession Planning. At least annually, the Compensation Committee will consider
and assist the Board in developing succession plans for the CEO and other key executive officers
and appropriate management personnel. The Board may from time to time ask the Compensation
Committee to undertake other specific reviews concerning management succession planning. |
| 6.11 | Applicable
Laws and Policies. Board members will comply with all applicable laws and requirements
of applicable regulatory agencies, including the Listing Standards, and with all policies
and guidelines of the Company, including, without limitation, the Company’s Code of
Conduct and Financial Team Code of Conduct. |
| 7.0 | REVIEW
OF GOVERNANCE GUIDELINES |
The
directors will periodically review and assess the adequacy of these guidelines and recommend any proposed changes to the Board for approval.
| 8.0 | ADOPTIONS,
REVIEWS AND REVISIONS |
As
of July 30, 2021 – No prior policy
Adopted
– August 20, 2021
Revised
– March 15, 2024
Revised
– October 14, 2026
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