AIMD filing shows 491,263 shares; voting pacts cover 2.8M+ shares

Rhea-AI Filing Summary

Ainos Inc. amended its Schedule 13D to report ownership and recent transactions involving the issuer's common stock. After a June 30, 2025 one-for-five reverse stock split, Ainos KY directly holds 491,263 shares, representing 9.13% of the expanded share count basis. The filing discloses additional voting relationships: 933,958 shares under a January 26, 2024 voting agreement with the Tsai Group, 100,500 shares under a March 7, 2024 voting agreement, 635,652 shares tied to ASE Test via a May 3, 2024 agreement (including convertible notes and warrants), 1,037,206 shares under an August 15, 2024 agreement with TCNT, and 55,275 shares under a March 10, 2025 agreement.

The filing states the direct holdings of 491,263 shares were acquired for investment purposes, while TCNT sold 62,794 shares between June 25, 2025 and October 6, 2025 for general operating purposes. No other material contracts beyond the disclosed voting agreements are reported.

Positive

• Direct stake of 491,263 shares provides clear disclosed economic interest
• Voting agreements cover large blocks (totaling over 2.8M shares) which can coordinate votes

Negative

• Direct economic ownership is limited to 9.13% despite broader voting arrangements
• ASE Test's position includes convertible securities and warrants that may dilute or change control if exercised

Insights

Corporate Governance Analyst

Voting agreements concentrate influence while direct economic ownership is modest.

The reporting party, Ainos KY, holds 491,263 shares directly (9.13% basis) and controls additional voting blocks through multiple voting agreements totaling over 2.8M shares combined, which amplifies its practical voting influence beyond its direct economic stake.

This structure depends on the continued enforceability and terms of the voting agreements and on no material dilution beyond the shares already disclosed. Watch near-term filings for any amendments to these agreements or further sales between now and Q4 2025 that could change voting control or economic exposure.

Investor Relations Specialist

Recent sales by TCNT modestly reduce affiliated economic exposure but leave voting control mechanisms intact.

TCNT sold 62,794 shares from June 25, 2025 to October 6, 2025 for operating needs; the Schedule clarifies those shares remain subject to the TCNT Voting Agreement for voting purposes where applicable.

Investors should monitor subsequent Schedule 13 filings for changes in percent ownership, disclosures about convertible note conversions or warrant exercises tied to ASE Test, and any new statements revising the issuer's outstanding share count or voting arrangements over the next few quarters.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

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)

10/06/2025

(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 3,253,854.00
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)

9.13 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The number of securities in Row 7 includes, after giving effect to the one-for-five reverse stock split of the Issuer's common stock effected on June 30, 2025 (the "June 2025 Reverse Split"), (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) 933,958 shares pursuant to a Voting Agreement dated January 26, 2024 (the "2024 Voting Agreement"), by and among the Reporting Person, and Chun-Hsien Tsai, Ting Chuan Lee, Chun-Jung Tsai, and Chung-Yi Tsai (the "Tsai Group"); (iii) 100,500 shares of common stock pursuant to a Voting Agreement dated March 7, 2024 (the "2024 Voting Agreement II") with Chih-Heng Lu; (iv) 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") (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, (v) 1,037,206 shares pursuant to a Voting Agreement dated August 15, 2024 between Ainos KY and Taiwan Carbon Nano Technology Corporation ("TCNT Voting Agreement"), and (vi) 55,275 shares pursuant to a Voting Agreement dated March 10, 2025 between Ainos KY and Hsin-Liang Lee (the "2025 Voting Agreement"). 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 (i) 933,958 shares pursuant to the 2024 Voting Agreement; (ii) 100,500 shares of common stock pursuant to the 2024 Voting Agreement II; (iii) 635,652 shares pursuant to the ASE Voting Agreement, (iv) 1,037,206 shares pursuant to a Voting Agreement dated August 15, 2024 between Ainos KY and Taiwan Carbon Nano Technology Corporation, and (v) 55,275 shares pursuant to the 2025 Voting Agreement. The percentage in Row 13 is based on the sum of, after giving effect to the June 2025 Reverse Split, (i) 4,759,021 shares of Common Stock outstanding as of September 5, 2025 as set forth in the prospectus supplement of the Issuer filed with the SEC on September 5, 2025, 2025 and (ii) 623,875 total shares issuable to ASE Test upon conversion of outstanding convertible note and exercisable warrant of the Issuer. This Amendment No. 12 to Schedule 13D ("Amendment No. 11") amends and supplements the Schedule 13D dated 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, and Amendment No. 11 dated April 9, 2025 (the Original Statement, as so amended shall be known as the "Statement"), with respect to the Common Stock of the Issuer. Unless otherwise indicated, all capitalized terms used herein shall have the same meaning as set forth in the Statement. Except as set forth below, there are no changes to the information set forth in the Statement. Items 2, 3, 4, 5 and 6 of the Statement are hereby amended as follows:

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: 8880 RIO SAN DIEGO DRIVE, SUITE 800, SAN DIEGO, CALIFORNIA , 92108.
Item 2.	Identity and Background
(a)	(a-b) This Schedule is being filed by Ainos Inc., a Cayman Islands corporation ("Ainos KY"). The principal business and office address of Ainos KY is P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205 Cayman Islands.
(b)	Ainos KY is controlled by Taiwan Carbon Nano Technology Corporation, a Taiwanese corporation ("TCNT" and together with the Issuer, the "Parties"). The principal business and office address of TCNT is 10F-2, No. 66, Shengyi 5th Rd., Zhubei City, Hsinchu County 30261, Taiwan (R.O.C.).
(c)	The principal business of Ainos KY is a holding company of the Issuer's securities. The principal business of TCNT is the development of advanced materials for industrial and medical device applications.
(d)	During the last five years, the reporting person and respective executive officers and directors, as applicable, have not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
	Since the filing of Amendment No. 11, on June 30, 2025, the Issuer effected an one-for-five reverse stock split of its common stock. From June 25, 2025 through October 6, 2025, TCNT sold a total of 62,794 shares of the issuer's common stock. Under the TCNT Voting Agreements, Ainos KY has the sole discretion to determine the vote of TCNT's voting stock of the Issuer. 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. TCNT sold the 62,794 shares of the issuer's common stock for general operating 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. 11.
(c)	Since the most recent filing of Amendment No. 11 to Schedule 13D on April 9, 2025, the following transactions have occurred: (1) On June 30, 2025, the Issuer effected an one-for-five reverse stock split of its common stock. (2) From June 25, 2025 through October 6, 2025, TCNT sold a total of 62,794 shares of the issuer's common stock, which are subject to the TCNT Voting Agreement.
(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 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Other than voting agreements discussed herein and previously, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among Ainos KY or the parties and any other person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	None.

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:	10/09/2025

FAQ

What does Ainos KY own in Ainos, Inc. (AIMD)?

Ainos KY directly owns 491,263 shares, reported as 9.13% on a post-reverse-split basis.

How many shares are subject to voting agreements linked to the reporting person?

Voting agreements disclosed total 933,958 (Tsai Group), 100,500, 635,652 (ASE Test), 1,037,206 (TCNT-related), and 55,275 shares.

Did any sales occur recently by affiliated parties?

Yes. TCNT sold 62,794 shares between June 25, 2025 and October 6, 2025 for general operating purposes.

Were there corporate actions that affected share counts?

The issuer effected a one-for-five reverse stock split on June 30, 2025, which adjusted reported share counts.

Are there other agreements that could affect voting or dilution?

Yes. The ASE Voting Agreement includes shares issuable from convertible notes and warrants totaling portions of the 635,652 shares disclosed.