SCHEDULE: Ainos Shareholder TCNT Reduces Stake, Enters Voting Pact

Taiwan Carbon Nano Technology Corporation (TCNT) has reduced its stake in Ainos, Inc. to 13.62% and entered a voting agreement granting Ainos KY sole discretion over its voting shares.

Summary

• Taiwan Carbon Nano Technology Corporation (TCNT) now beneficially owns 989,925 shares of Ainos, Inc. common stock, representing 13.62% of the outstanding class.
• This is an Amendment No. 2 to the Schedule 13D, updating previous filings from August 21, 2024, and October 9, 2025.
• On January 28, 2026, TCNT sold 46,000 shares of Ainos, Inc. common stock for general operating purposes.
• From June 25, 2025, through October 6, 2025, TCNT previously sold 62,794 shares.
• On January 1, 2026, TCNT entered into a Voting Agreement with Ainos Inc., a Cayman Islands corporation ("Ainos KY"), agreeing to vote all its current and future Ainos, Inc. shares as determined by Ainos KY in its sole discretion.
• The Voting Agreement is for one year and automatically extends unless terminated.
• TCNT initially received 5,500,000 shares (pre-reverse split) on August 15, 2024, as consideration for an exclusive, irrevocable, and perpetual license of certain gas sensor and medical device patents to Ainos, Inc.
• A one-for-five reverse stock split was effected on June 30, 2025.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with a slightly negative sentiment. While the initial patent license was valuable, the continued share sales by a major shareholder and the transfer of voting control to Ainos KY suggest a potential weakening of TCNT's commitment or a strategic shift that centralizes power, which could be viewed cautiously by investors.

Positives

• The initial license agreement provided Ainos, Inc. with exclusive, irrevocable, and perpetual rights to invention patents and patent applications related to gas sensors and medical devices, which is a foundational asset for the company.

Negatives

• TCNT has reduced its stake in Ainos, Inc. by selling a total of 108,794 shares (62,794 + 46,000) since June 2025, indicating a partial divestment by a significant shareholder.
• The voting agreement grants Ainos KY sole discretion over TCNT's voting stock, effectively centralizing voting power and potentially reducing TCNT's independent influence as a large shareholder.

Risks

• The sale of shares by a significant shareholder (TCNT) could be perceived negatively by the market, potentially signaling a lack of confidence or a need for liquidity by TCNT.
• The voting agreement transfers voting control of TCNT's substantial stake to Ainos KY, which could concentrate power and potentially reduce the influence of other shareholders on corporate decisions.

Future Outlook

The Voting Agreement between TCNT and Ainos KY is set to continue for one year and will automatically extend for additional one-year periods unless terminated, indicating a long-term arrangement for voting control over TCNT's shares.

Management Comments

• TCNT sold the shares of the issuer's common stock for general operating purposes.

Industry Context

StockSavvy.ai notes that the sale of shares by a significant corporate shareholder like TCNT, coupled with the establishment of a voting agreement, suggests a strategic realignment of interests. While the initial patent license was a positive for Ainos, the subsequent share sales and transfer of voting discretion to Ainos KY could be interpreted as TCNT focusing on its core operations or seeking liquidity, rather than maintaining an active, independent shareholder role in Ainos. This could be a common occurrence in early-stage or smaller companies where strategic partners adjust their involvement over time.

Comparison to Industry Standards

• StockSavvy.ai observes that it is common for strategic partners or initial investors to divest portions of their holdings over time, especially after lock-up periods or when seeking to reallocate capital. However, the simultaneous entry into a voting agreement, where TCNT cedes voting discretion to Ainos KY, is a less common arrangement for a significant shareholder. This structure is more akin to a controlled entity or a strategic alliance where one party explicitly grants voting power to another, rather than a typical arm's-length investment. Without specific comparable companies or projects, it is difficult to benchmark the impact precisely, but such agreements can centralize control, which may or may not be beneficial depending on the management of Ainos KY.

Corporate Governance

Related Party Transactions

• The initial License Agreement between Ainos, Inc. and TCNT for patents, in exchange for shares, could be considered a related party transaction given TCNT's significant ownership.
• The Voting Agreement between TCNT and Ainos KY (a Cayman Islands corporation) is a related party arrangement, as it dictates the voting behavior of a significant shareholder.

Stakeholder Impact

• Shareholders: The reduction in TCNT's stake and the voting agreement could impact shareholder perception of insider confidence and corporate control. The ongoing at-the-market (ATM) offering also indicates potential dilution for existing shareholders.
• Management: Ainos KY gains more consolidated voting control over a significant block of shares, potentially simplifying strategic decisions and corporate direction.

Next Steps

• The Voting Agreement will continue in effect until January 1, 2027, and shall automatically be extended for additional one-year periods unless terminated.

Key Dates

Recommendation

The filing presents a mixed signal. While the initial patent license was a positive, the continued divestment by a significant shareholder (TCNT) and the transfer of voting control to Ainos KY introduce elements of uncertainty regarding TCNT's long-term commitment and corporate governance. The ongoing ATM offering also suggests potential dilution. Given these factors, a 'hold' recommendation is appropriate as investors should monitor future developments regarding TCNT's remaining stake, the implications of the voting agreement, and the company's operational performance before making further investment decisions.

Keywords

Ainos Inc., Taiwan Carbon Nano Technology Corporation, TCNT, Schedule 13D, Share Sale, Voting Agreement, Beneficial Ownership, Common Stock, SEC Filing, Corporate Governance, Patent License, Gas Sensors, Medical Devices