ScentAI Inc., an Ainos (AIMD) unit, files 13D on 1.16M non-voting shares

Rhea-AI Filing Summary

ScentAI Inc., a wholly owned subsidiary of Ainos, Inc., filed a Schedule 13D reporting beneficial ownership of 1,160,000 shares of Ainos common stock, representing 16.50% of the outstanding class. These shares have no voting power for so long as they are held by the wholly owned subsidiary.

ScentAI acquired the 1,160,000 Ainos shares on December 30, 2025 in exchange for 116,000,000 shares of ScentAI common stock. The filing states the stake was acquired for investment and general corporate purposes and notes that ScentAI currently has no specific plans for corporate actions involving Ainos, though it may review and change its intentions over time.

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Accepted by SEC EDGAR 01/27/2026 - 04:10 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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 Boulevard, Xinzhuang District
New Taipei City, F5, 242
886-37-581999

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

12/30/2025

(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

ScentAI 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)

SC

5

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

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,160,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,160,000.00

12

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

13

Percent of class represented by amount in Row (11)

16.50 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The numbers in Rows 7, 8, 9, and 11 represents beneficial ownership of 1,160,000 shares of common stock, $0.01 par value (the "Common Stock"), of Ainos, Inc., a Texas corporation (the "Issuer"). All of the shares owned by the Reporting Person have no voting power. For further details, please see Item 3 and Item 6. 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) 87,816 shares issued from December 5, 2025 to January 26, 2026 in the Issuer's at-the-market offering, and (v) 1,160,000 shares of Common Stock issued to the Reporting Person 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: 8880 RIO SAN DIEGO DRIVE SUITE 800, SAN DIEGO, CALIFORNIA , 92108.
Item 2.	Identity and Background
(a)	ScentAI Inc.
(b)	3050 Post Oak Blvd, Suite 510-T80, Houston, TX 77056
(c)	ScentAI Inc. is a software company, developing AI models that allow machines to understand, classify, and interpret scent as a structured data language - Smell ID. Chun-Hsien Tsai, the Chief Executive Officer and sole director of ScentAI Inc. and the Issuer, the parent company of the ScentAI Inc., may be deemed to have shared voting and investment power over the shares held by the ScentAI Inc. Mr. Tsai is the Chief Executive Officer and a director of the Issuer.
(d)	No.
(e)	No.
(f)	ScentAI Inc. is Texas corporation.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person acquired 1,160,000 shares of Common Stock issued by the Issuer in exchange for 116,000,000 shares of common stock issued by the Reporting Person.
Item 4.	Purpose of Transaction
	The Reporting Person acquired 1,160,000 shares of the Issuer's common stock for investment and general corporate purposes. Except as described in this Schedule 13D, the Reporting Person do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, the Reporting Person, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.
Item 5.	Interest in Securities of the Issuer
(a)	The information requested is incorporated herein by reference to the cover pages to this Statement.
(b)	The information requested is incorporated herein by reference to the cover pages to this Statement.
(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 by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The reporting person's responses to Items 3 - 5 are incorporated by reference into this Item 6. The Reporting Person is a wholly owned subsidiary of the Issuer. The 1,160,000 shares of Common Stock issued to the Reporting Person shall have no voting power, for so long as they are owned by a wholly owned subsidiary of the Issuer. Except as set forth herein, the Reporting Person has no other contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, 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.

ScentAI Inc.

Signature:	/s/ Chun-Hsien Tsai
Name/Title:	Chun-Hsien Tsai, Chief Executive Officer and Director
Date:	01/27/2026

FAQ

What ownership stake in Ainos (AIMD) does ScentAI Inc. report?

ScentAI Inc. reports beneficial ownership of 1,160,000 shares of Ainos common stock, representing 16.50% of the outstanding class as calculated in the filing.

Do the 1,160,000 Ainos (AIMD) shares held by ScentAI Inc. have voting rights?

The 1,160,000 shares of Ainos common stock issued to ScentAI Inc. have no voting power for so long as they are owned by a wholly owned subsidiary of Ainos.

How did ScentAI Inc. acquire its 1,160,000 Ainos (AIMD) shares?

ScentAI Inc. acquired 1,160,000 Ainos shares in exchange for 116,000,000 shares of ScentAI common stock issued by ScentAI to Ainos.

What is the relationship between ScentAI Inc. and Ainos (AIMD)?

ScentAI Inc. is described as a wholly owned subsidiary of Ainos, Inc. Ainos is also identified as the parent company of ScentAI in the filing.

What is ScentAI Inc.’s stated purpose for holding Ainos (AIMD) shares?

The filing states ScentAI acquired the Ainos common stock for investment and general corporate purposes, with no specific current plans for actions listed under Item 4.

Who controls ScentAI Inc. and what is their role at Ainos (AIMD)?

Chun-Hsien Tsai is the Chief Executive Officer and sole director of ScentAI Inc. and is also the Chief Executive Officer and a director of Ainos, Inc.

Does ScentAI Inc. report any recent trading activity in Ainos (AIMD) stock?

The filing states that ScentAI Inc. has not effected any transactions in Ainos common stock during the past 60 days, other than the described share exchange.