AIMD.NASDAQAinos, INC

SCHEDULE: Ainos Inc. Amends 13D, Updates Beneficial Ownership

Sentiment:

Beneficial Ownership Update

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Ainos Inc. (Cayman Islands) filed Amendment 14 to its Schedule 13D, updating its beneficial ownership in Ainos, Inc. (Texas) to 6.76% and disclosing a minor share sale by TCNT.

Capital raise323,846 shares were issued from December 5, 2025, to January 28, 2026, in the Issuer's at-the-market offering.

Summary

  • Ainos Inc., a Cayman Islands company ("Ainos KY"), filed Amendment No. 14 to its Schedule 13D regarding its beneficial ownership of Ainos, Inc. (the "Issuer").
  • Ainos KY directly owns 491,263 shares of the Issuer's common stock, representing 6.76% of the class.
  • Ainos KY holds sole voting power over 3,536,073 shares, which includes its directly owned shares and shares subject to two voting agreements.
  • The 2026 Voting Agreement, dated January 1, 2026, covers 2,409,158 shares from various individuals and Taiwan Carbon Nano Technology Corporation (TCNT).
  • The ASE Voting Agreement, dated May 3, 2024, covers 635,652 shares from ASE Test, Inc., including currently owned shares, convertible notes, and warrants.
  • Since the last amendment, TCNT sold 46,000 shares on January 28, 2026, which were subject to the 2026 Voting Agreement.
  • The percentage of ownership is calculated based on 7,266,011 shares outstanding as of January 28, 2026, which includes shares from a November 2025 10-Q, special stock awards, service fees, an at-the-market offering, and shares issued to ScentAI Inc.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. It primarily provides an update on beneficial ownership and a minor share sale, which are routine for a Schedule 13D amendment and do not indicate a significant positive or negative shift in the company's fundamental outlook.

Positives

  • The existence of voting agreements (2026 Voting Agreement and ASE Voting Agreement) indicates a degree of coordinated control and potentially stable long-term investment intent among significant shareholders.
  • The beneficial ownership is for "investment purposes," suggesting a long-term view.

Negatives

  • Taiwan Carbon Nano Technology Corporation (TCNT) sold 46,000 shares, which, while a small amount, represents a reduction in their direct holdings.

Risks

  • The reporting persons may, from time to time, engage in discussions concerning proposals for transactions or arrangements that could result in events described in Item 4 of Schedule 13D, such as mergers, asset sales, changes in control, or other significant corporate actions.
  • Future reviews and evaluations of investments could lead to plans or proposals resulting in such events.

Future Outlook

The reporting persons may, from time to time, engage in discussions concerning proposals for transactions or other arrangements that could relate to or result in significant corporate events, such as changes in control, mergers, or asset sales. They will continue to review and evaluate their investment in the Issuer, which may lead to future plans or proposals.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are routine disclosures for significant shareholders, providing transparency on ownership stakes and investment intentions. This amendment, primarily detailing a minor share sale and reaffirming existing voting agreements, suggests a stable, albeit dynamic, ownership structure for Ainos, Inc. The mention of potential future discussions regarding corporate transactions is standard boilerplate language in such filings, consistent with typical corporate governance practices for publicly traded companies.

Related Party Transactions

  • The 2026 Voting Agreement involves Chun-Hsien Tsai (Director and CEO of Ainos Inc. (Cayman Islands) and likely the Issuer), Ting Chuan Lee, Chun-Jung Tsai, Chung-Yi Tsai, Chih-Heng Lu, Taiwan Carbon Nano Technology Corporation (TCNT), and Hsin-Liang Lee. These individuals and entities are likely related parties or significant shareholders.
  • The ASE Voting Agreement involves ASE Test, Inc., which is a significant shareholder.

Stakeholder Impact

  • Shareholders: The filing clarifies the beneficial ownership structure and voting control, providing transparency on who holds significant influence over the company. The minor share sale by TCNT could slightly dilute their direct stake but does not fundamentally alter the overall control structure.
  • Management: The CEO, Chun-Hsien Tsai, is a party to a significant voting agreement, indicating continued involvement in the company's governance.

Next Steps

  • The reporting persons may engage in discussions concerning proposals for transactions or other arrangements that could result in significant corporate events.
  • The reporting persons may review and evaluate their investments in the Issuer, which could lead to new plans or proposals.

Key Dates

DateDescription
April 28, 2021Original Schedule 13D first filed with the SEC.
December 13, 2023Amendment No. 1 to the Schedule 13D filed.
March 8, 2022Amendment No. 2 to the Schedule 13D filed.
September 2, 2022Amendment No. 3 to the Schedule 13D filed.
August 15, 2023Amendment No. 4 to the Schedule 13D filed.
January 29, 2024Amendment No. 5 to the Schedule 13D filed.
March 11, 2024Amendment No. 6 to the Schedule 13D filed.
May 3, 2024Date of the ASE Voting Agreement between Ainos KY and ASE Test, Inc.
May 6, 2024Amendment No. 7 to the Schedule 13D filed.
August 20, 2024Amendment No. 8 to the Schedule 13D filed.
November 26, 2024Amendment No. 9 to the Schedule 13D filed.
March 12, 2025Amendment No. 10 to the Schedule 13D filed.
April 9, 2025Amendment No. 11 to the Schedule 13D filed.
October 9, 2025Amendment No. 12 to the Schedule 13D filed.
November 7, 2025Shareholders approved special stock awards.
November 13, 2025Date of Issuer's Quarterly Report on Form 10-Q, stating 4,812,634 shares outstanding.
November 25, 2025950,000 shares of Common Stock granted and vested as special stock awards.
November 28, 2025Amendment No. 13 to the Schedule 13D filed.
December 5, 2025Start date for the period during which 323,846 shares were issued in the Issuer's at-the-market offering.
December 30, 20251,160,000 shares of Common Stock issued to ScentAI Inc.
January 1, 2026Date of the 2026 Voting Agreement.
January 28, 2026Date of event requiring filing (TCNT share sale) and end date for the period during which 323,846 shares were issued in the Issuer's at-the-market offering.
January 30, 2026Date of signature for Amendment No. 14.

Recommendation

hold

This Schedule 13D Amendment No. 14 primarily provides an update on beneficial ownership and a minor share sale by a party to a voting agreement. It does not contain new financial performance data, strategic shifts, or material events that would warrant a change in investment thesis. The reaffirmation of voting agreements suggests a stable control structure. Therefore, a 'hold' recommendation is appropriate as the filing does not present compelling reasons for either buying or selling based solely on this information.

Keywords

Ainos Inc., Schedule 13D, Beneficial Ownership, Common Stock, Voting Agreement, SEC Filing, Investment, Shareholder, Corporate Governance, AINOS KY, ASE Test, TCNT

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