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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): September 5, 2025
| 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 8.01 Other Events.
As
previously reported, on May 31, 2024, Ainos, Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Agreement”)
with H.C. Wainwright & Co., LLC as placement agent (the “Placement Agent”) to offer and sell shares of its common stock,
par value $0.01 per share (“Common Stock”), having an aggregate offering price of up to $1,353,197 from time to time through
the Placement Agent. On July 11, 2024, the Company filed a prospectus supplement under the Agreement to increase the aggregate offering
price of Common Stock to be offered and sold under the Agreement to $1,840,350. Prior to the date hereof, the Company sold shares of
Common Stock having an aggregate sales price of approximately $1,840,337 under the Agreement. On September 5, 2025, the Company filed
a prospectus supplement under the Agreement for an aggregate of $874,496 of additional shares of Common Stock.
A
copy of the legal opinion of Lucosky Brookman LLP, relating to the validity of the shares in connection with the Agreement is filed as
Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statement and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion of Lucosky Brookman LLP. |
| 23.1 |
|
Consent of Lucosky Brookman LLP (included in Exhibit 5.1) |
| 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:
September 8, 2025 |
By: |
/s/
Chun-Hsien Tsai |
| |
Name: |
Chun-Hsien
Tsai |
| |
Title: |
Chief
Executive Officer |
