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SCHEDULE 13D/A 0001641172-25-003471 0001859309 XXXXXXXX LIVE 12 Common Stock, par value $0.01 per share 10/06/2025 false 0001014763 00902F402 Ainos, Inc. 8880 RIO SAN DIEGO DRIVE SUITE 800 SAN DIEGO CA 92108 Chun-Hsien Tsai 886-37-581999 14F.,No. 61, Sec. 4, New Taipei Bouleva, Xinzhuang District New Taipei City 242 F5 F5 0001859309 N Ainos Inc. a OO N E9 3253854.00 0.00 491263.00 0.00 491263.00 N 9.13 CO 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: Common Stock, par value $0.01 per share Ainos, Inc. 8880 RIO SAN DIEGO DRIVE SUITE 800 SAN DIEGO CA 92108 (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. 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.). 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. 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. 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. 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. 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. 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. 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). Not applicable. 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. None. Ainos Inc. /s/ Chun-Hsien Tsai Chun-Hsien Tsai/Director and CEO 10/09/2025