Ainos updates 13D with 6.76% ownership stake

Ainos, Inc. filed Amendment No. 14 to its Schedule 13D updating its ownership in Ainos, Inc., a Texas corporation.

Accepted by SEC EDGAR 01/30/2026 - 04:10 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Ainos, Inc. filed Amendment No. 14 to its Schedule 13D updating its ownership in Ainos, Inc., a Texas corporation. The filing reports beneficial ownership of 491,263 shares of common stock, representing 6.76% of the outstanding class. Ainos Inc. (Cayman Islands) also holds sole voting power over 3,536,073 shares, including shares subject to voting agreements with several shareholders and ASE Test, Inc., though these 3,044,810 voting-agreement shares are excluded from its reported beneficial ownership. The amendment notes that Taiwan Carbon Nano Technology Corporation sold 46,000 shares subject to the 2026 Voting Agreement and reiterates that the position is held for investment purposes, while leaving open the possibility of future discussions about strategic transactions.

Insights

Equity ownership & governance analyst

Ainos clarifies a 6.76% stake and broad voting control via agreements.

The amendment shows Ainos Inc. (Cayman) beneficially owns 491,263 common shares, or 6.76% of Ainos, Inc., calculated against a detailed share count that includes prior issuances, stock awards, ATM sales, and shares issued to ScentAI Inc.

Importantly, Ainos holds sole voting power over 3,536,073 shares through direct holdings and two voting agreements with insiders and ASE Test, Inc. These arrangements give it significant influence over shareholder votes without full economic ownership of all such shares.

The filing notes a sale of 46,000 shares by Taiwan Carbon Nano Technology Corporation, which remain covered by the 2026 Voting Agreement. The investor states an investment purpose but may consider future proposals or transactions, so later governance or transaction updates would likely appear in subsequent filings.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake does Ainos Inc. report in AIMD in this Schedule 13D/A?

Ainos Inc. reports beneficial ownership of 491,263 shares of Ainos, Inc. common stock, representing 6.76% of the class. This percentage is based on a detailed share count including prior issuances, stock awards, ATM offering shares, and stock issued to ScentAI Inc.

How many AIMD shares does Ainos Inc. have voting power over under this amendment?

Ainos Inc. reports sole voting power over 3,536,073 shares of Ainos, Inc. common stock. This total includes 491,263 shares it owns directly plus additional shares covered by voting agreements with insiders and ASE Test, Inc., giving it substantial influence in shareholder voting matters.

What are the key voting agreements mentioned in Ainos (AIMD) Schedule 13D/A Amendment No. 14?

The filing highlights a 2026 Voting Agreement with several individual shareholders and Taiwan Carbon Nano Technology Corporation, and a separate ASE Voting Agreement with ASE Test, Inc. These agreements grant Ainos Inc. sole discretion to determine how the covered shares are voted in corporate matters.

How did recent share sales by TCNT affect Ainos Inc.’s voting position in AIMD?

Since Amendment No. 13, Taiwan Carbon Nano Technology Corporation sold 46,000 shares of Ainos, Inc. common stock. All these shares remain subject to the 2026 Voting Agreement, under which Ainos Inc. retains sole discretion to determine how those shares are voted despite the change in economic ownership.

What is the stated purpose of Ainos Inc.’s investment in Ainos (AIMD) common stock?

Ainos Inc. states it acquired the common stock for investment purposes. However, the parties may review their investment and engage in discussions about potential transactions, corporate actions, or other arrangements that could lead to events described in Item 4 of Schedule 13D, depending on future circumstances.

How is the 6.76% ownership in AIMD calculated in this 13D/A amendment?

The 6.76% figure is based on 491,263 shares owned by Ainos Inc. divided by an expanded share count. That count includes 4,812,634 shares outstanding, 950,000 special stock awards, 19,531 fee shares, 323,846 ATM shares, and 1,160,000 shares issued to ScentAI Inc.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

Ainos, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

00902F402

(CUSIP Number)

Chun-Hsien Tsai
14F.,No. 61, Sec. 4,, New Taipei Bouleva, Xinzhuang District
New Taipei City 242, F5, F5
886-37-581999

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 00902F402

1

Name of reporting person

AINOS INC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,536,073.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 491,263.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

491,263.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.76 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The number of securities in Row 7 includes (i) 491,263 shares of common stock, $0.01 par value, of Ainos, Inc., a Texas corporation (the "Issuer"), owned directly by Ainos Inc., a Cayman Islands company ("Ainos KY"), (ii) 2,409,158 shares pursuant to a Voting Agreement dated January 1, 2026 (the "2026 Voting Agreement"), by and among the Reporting Person, and Chun-Hsien Tsai, Ting Chuan Lee, Chun-Jung Tsai, Chung-Yi Tsai, Chih-Heng Lu, Taiwan Carbon Nano Technology Corporation ("TCNT"), and Hsin-Liang Lee, and (iii) 635,652 shares pursuant to a Voting Agreement dated May 3, 2024 between Ainos KY and ASE Test, Inc. ("ASE Test" and the "ASE Voting Agreement," together with the 2026 Voting Agreement, the "Voting Agreements") (with the 635,652 ASE Test shares consisting of the following (a) 11,777 shares owned by ASE Test, (b) 99,875 shares issuable to ASE Test upon conversion of outstanding convertible notes of the Issuer (c) 424,000 shares issuable to ASE Test upon conversion of a convertible note of the Issuer issuable within 60 days), and (d) 100,000 shares issuable to ASE Test upon exercise of warrants to purchase 100,000 shares of the Issuer with ASE Test). The numbers in Rows 9, 11 and 13 represents beneficial ownership of 491,263 shares of common stock of the Issuer, consisting of 491,263 shares owned directly by Ainos KY and excludes 3,044,810 shares pursuant to the Voting Agreements. The percentage in Row 13 is based on the sum of, (i) 4,812,634 shares of Common Stock outstanding as of November 13, 2025 as set forth in the Quarterly Report on Form 10-Q of the Issuer filed with the SEC on November 13, 2025, (ii) 950,000 shares of Common Stock granted and vested on November 25, 2025 as special stock awards, which were approved by the shareholders of Ainos, Inc. on November 7, 2025, (iii) 19,531 shares issued for service fee; (iv) 323,846 shares issued from December 5, 2025 to January 28, 2026 in the Issuer's at-the-market offering, and (v) 1,160,000 shares of Common Stock issued to ScentAI Inc. on December 30, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Ainos, Inc.
(c)	Address of Issuer's Principal Executive Offices: 3050 Post Oak Blvd, Suite 510-T80, Houston, TEXAS , 77056.
Item 1 Comment: This Amendment No. 14 ("Amendment No. 14") amends the Schedule 13D first filed with the Securities and Exchange Commission on April 28, 2021 (the "Original Statement"), as amended and restated by Amendment No. 1 dated December 13, 2023, as amended by Amendment No. 2 dated March 8, 2022, Amendment No. 3 dated September 2, 2022, Amendment No. 4 dated August 15, 2023, Amendment No. 5 dated January 29, 2024, Amendment No. 6 dated March 11, 2024, Amendment No. 7 dated May 6, 2024, Amendment No.8 dated August 20, 2024, Amendment No.9 dated November 26, 2024, Amendment No.10 dated March 12, 2025, Amendment No. 11 dated April 9, 2025, Amendment No. 12 dated October 9, 2025, and Amendment No. 13 dated November 28, 2025 (the Original Statement, as so amended shall be known as the "Statement"), with respect to the common stock, par value $0.001 per share (the "Common Stock"), of Ainos, Inc. (the "Issuer"). Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Since the filing of Amendment No. 13, on January 28, 2026, TCNT sold 46,000 shares of Common Stock, all of which are subject to the 2026 Voting Agreement, under which the Reporting Person has sole discretion to determine the vote of those shares. The information requested by this Item 3 is incorporated herein by reference to Item 5 hereof.
Item 4.	Purpose of Transaction
	Ainos KY acquired the Common stock in the Issuer for investment purposes. Except as disclosed herein, each of the parties has no plans which relate to or would result in an event described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, each of the Parties may, from time to time, engage in discussions, whether initiated by the Parties or another party, concerning proposals for transactions or other arrangements that may relate to or, if consummated, result in an event described in Item 4 of Schedule 13D. Each of the Parties may review and evaluate their respective investments in the Issuer at any time, whether in light of the discussions described in the immediately preceding sentence or otherwise, which may give rise to plans or proposals that, if consummated, would result in one or more of the events described in Item 4 of Schedule 13D. Any such discussion or actions may consider various factors, including, without limitation, the Issuer's business prospects and other developments concerning the Issuer, alternative investment opportunities, general economic conditions, financial and stock market conditions and any other facts and circumstances that may become known to the Parties regarding or related to the matters described in this Statement.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5 of the Statement are hereby amended and restated as follows: (a) - (b) The information requested by these paragraphs are incorporated herein by reference to the cover pages to this Amendment No. 14.
(c)	The reporting person has not effected any transactions in Common Stock during the past 60 days, except as described in this Statement.
(d)	No other person is known to the reporting person to have the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of the shares (other than their respective records owner).
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Voting Agreement, dated January 1, between Ainos, Inc. and Chun-Hsien Tsai, Ting Chuan Lee, Chun-Jung Tsai, Chung-Yi Tsai, Chih-Heng Lu, Taiwan Carbon Nano Technology Corporation, and Hsin-Liang Lee.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AINOS INC

Signature:	/s/ Chun-Hsien Tsai
Name/Title:	Chun-Hsien Tsai/Director and CEO
Date:	01/30/2026