SCHEDULE 13D: ScentAI Inc. Discloses 16.5% Stake in Parent Ainos, Inc.

ScentAI Inc., a wholly-owned subsidiary of Ainos, Inc., reported acquiring 1,160,000 shares of Ainos Common Stock, representing 16.5% of the class, for investment and general corporate purposes.

Summary

• ScentAI Inc. acquired 1,160,000 shares of Ainos, Inc. Common Stock on December 30, 2025.
• This acquisition represents 16.50% of Ainos, Inc.'s total outstanding Common Stock.
• The shares were issued to ScentAI Inc. in exchange for 116,000,000 shares of common stock issued by ScentAI Inc.
• ScentAI Inc. is a wholly-owned subsidiary of Ainos, Inc.
• The 1,160,000 shares of Ainos, Inc. Common Stock held by ScentAI Inc. have no voting power for as long as they are owned by a wholly-owned subsidiary.
• The stated purpose of the transaction is for investment and general corporate purposes.
• Chun-Hsien Tsai serves as the Chief Executive Officer and sole director of ScentAI Inc., and also as the Chief Executive Officer and a director of Ainos, Inc.

Sentiment

Score: 5

Explanation: The filing is a neutral disclosure of an internal ownership structure change. It does not present overtly positive or negative financial performance, but rather a structural adjustment within the corporate group, which is a standard regulatory requirement.

Positives

• The transaction consolidates ownership within the corporate structure, potentially simplifying internal capital allocation and strategic alignment.
• The acquisition is for "investment and general corporate purposes," indicating a strategic intent to support the parent company's overall objectives.

Negatives

• The 1,160,000 shares acquired by ScentAI Inc. have no voting power, meaning this significant stake does not translate into direct voting influence for the subsidiary within the parent company.

Risks

• ScentAI Inc. may, at any time, review, reconsider, and change its investment plans or purpose regarding Ainos, Inc.
• ScentAI Inc. may seek to influence the management or Board of Directors of Ainos, Inc. with respect to the business and affairs of the Issuer.

Future Outlook

ScentAI Inc. may, at any time, and from time to time, review, reconsider, and change its position and/or purpose regarding its investment in Ainos, Inc. It may also develop plans to influence the management or Board of Directors of Ainos, Inc. with respect to the business and affairs of the Issuer.

Management Comments

• Chun-Hsien Tsai serves as the Chief Executive Officer and sole director of ScentAI Inc., and also as the Chief Executive Officer and a director of Ainos, Inc.

Industry Context

ScentAI Inc. operates in the AI and sensory technology sector, developing models for scent interpretation ('Smell ID'). This internal ownership disclosure highlights a structural alignment within a company that is likely positioning itself within the broader technology or biotech industry, leveraging AI for novel applications.

Corporate Governance

Related Party Transactions

• The acquisition of 1,160,000 shares of Ainos, Inc. Common Stock by ScentAI Inc. in exchange for ScentAI Inc. shares is a related-party transaction, as ScentAI Inc. is a wholly-owned subsidiary of Ainos, Inc.

Stakeholder Impact

• **Shareholders:** The transaction clarifies the internal ownership structure, with a significant portion of shares held by a subsidiary having no voting power, which could impact the perceived float and voting dynamics.
• **Management:** The dual role of Chun-Hsien Tsai as CEO and director of both Ainos, Inc. and ScentAI Inc. indicates a unified leadership structure for the parent and its wholly-owned subsidiary.

Next Steps

• ScentAI Inc. may review, reconsider, and change its investment plans or purpose regarding Ainos, Inc.
• ScentAI Inc. may seek to influence the management or Board of Directors of Ainos, Inc. in the future.

Key Dates

Keywords

Ainos Inc., ScentAI Inc., Schedule 13D, Beneficial Ownership, Common Stock, Corporate Governance, Subsidiary, Investment, AI models, Smell ID