SCHEDULE 13D: Director Chun-Jung Tsai Discloses 6% Stake in Ainos Inc.

Ainos Inc. Director Chun-Jung Tsai has reported beneficial ownership of 356,999 shares, representing 6% of the company's common stock, acquired through stock awards and subject to a voting agreement with Ainos KY.

Summary

• Chun-Jung Tsai, a Director of Ainos, Inc., beneficially owns 356,999 shares of Common Stock.
• This ownership represents 6% of the total outstanding Common Stock of Ainos, Inc.
• The shares were acquired as stock awards granted by Ainos, Inc.
• The beneficial ownership is subject to a Voting Agreement, effective January 26, 2024, with Ainos Inc., a Cayman Islands corporation (Ainos KY).
• Under the Voting Agreement, Chun-Jung Tsai has agreed to vote all current and future voting stock of Ainos, Inc. in the manner determined by Ainos KY in its sole discretion.
• The 6% ownership percentage is calculated based on 4,812,634 shares of Common Stock outstanding as of November 13, 2025, plus 950,000 shares granted and vested as special stock awards on November 25, 2025, which were approved by shareholders on November 7, 2025.

Sentiment

Score: 5

Explanation: The filing is a regulatory disclosure of a director's beneficial ownership and a pre-existing voting agreement. While director ownership can be seen as positive for alignment, the voting agreement transfers voting control to Ainos KY, making the overall sentiment neutral to slightly cautious regarding independent governance.

Positives

• Director Chun-Jung Tsai holds a significant 6% stake in Ainos, Inc., which generally aligns his interests with those of other shareholders.

Negatives

• The beneficial ownership is subject to a voting agreement, granting Ainos KY sole discretion over how the shares are voted, which limits the independent voting power of the director and potentially concentrates control.

Risks

• The voting agreement could concentrate voting power with Ainos KY, potentially impacting corporate governance and the independent influence of other shareholders.
• The termination conditions for the voting agreement are tied to Ainos KY's direct holdings falling below 10% of shares or voting power, or the stockholder holding no shares or ceasing to be subject to Section 16 obligations, which could introduce uncertainty regarding future voting control.

Future Outlook

The reporting person currently has no specific plans or proposals beyond the disclosed beneficial ownership and voting agreement. However, the reporting person reserves the right to review, reconsider, and change their position at any time, and may seek to influence the Issuer's management or Board of Directors with respect to the business and affairs of the Issuer in the future.

Management Comments

• "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, subject to the agreements described herein, 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."

Industry Context

This filing is a standard disclosure of significant beneficial ownership by an insider, common across all industries for publicly traded companies. It highlights the concentration of voting power through a specific agreement, which is a corporate governance aspect rather than an industry trend.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• A Voting Agreement was entered into between Chun-Jung Tsai and Ainos Inc., a Cayman Islands corporation ("Ainos KY"), on January 26, 2024, concerning the voting of Tsai's shares in Ainos, Inc.

Stakeholder Impact

• Shareholders: The voting agreement could reduce the independent voting power of other shareholders by concentrating control of a 6% stake with Ainos KY.
• Management/Board: The reporting person reserves the right to influence management or the Board, which could lead to strategic shifts or discussions.

Next Steps

• The reporting person may, at any time, review, reconsider, and change their position regarding the Issuer's business and affairs.
• The reporting person may seek to influence the management or Board of Directors of the Issuer.

Key Dates

Recommendation

This Schedule 13D filing primarily discloses a director's beneficial ownership and a pre-existing voting agreement that transfers voting control of these shares to Ainos KY. It does not contain new financial results, strategic shifts, or operational updates that would fundamentally alter the investment thesis for Ainos, Inc. The voting agreement is a corporate governance detail that warrants monitoring but does not immediately suggest a change in the company's underlying value or prospects. Therefore, a "hold" recommendation is appropriate as investors should continue to evaluate the company based on its operational performance and broader market conditions.

Keywords

Ainos Inc., Chun-Jung Tsai, Schedule 13D, beneficial ownership, stock awards, voting agreement, corporate governance, insider ownership