SCHEDULE: TCNT Amends Ainos Stake, Sells Shares Post-Split

Taiwan Carbon Nano Technology Corporation (TCNT) updated its Schedule 13D filing for Ainos, Inc., disclosing a reduced stake to 21.79% after selling shares following a reverse stock split.

Summary

• Taiwan Carbon Nano Technology Corporation (TCNT) filed an Amendment No. 1 to its Schedule 13D regarding its beneficial ownership in Ainos, Inc. common stock.
• TCNT's principal business involves the development of advanced materials for industrial and medical device applications.
• On August 6, 2024, Ainos, Inc. entered into a License Agreement with TCNT, where TCNT granted an exclusive, irrevocable, and perpetual license for certain invention patents related to gas sensors and medical devices.
• In exchange for the license, Ainos, Inc. issued 5,500,000 shares of its common stock to TCNT on August 15, 2024.
• A one-for-five reverse stock split of Ainos, Inc.'s common stock was effected on June 30, 2025, reducing TCNT's initial holding to 1,100,000 shares.
• Between June 25, 2025, and October 6, 2025, TCNT sold a total of 62,794 shares of Ainos, Inc. common stock for general operating purposes.
• As of October 6, 2025, TCNT beneficially owns 1,037,206 shares of Ainos, Inc. common stock, representing 21.79% of the class.
• The percentage is based on 4,759,021 shares of Common Stock outstanding as of September 5, 2025.
• TCNT's shares are subject to a voting agreement, effective August 15, 2024, with Ainos Inc., a Cayman Islands corporation (Ainos KY), requiring TCNT to vote its shares as determined by Ainos KY in its sole discretion.

Sentiment

Score: 6

Explanation: The filing details a strategic patent license and a significant ownership stake by TCNT, which is subject to a voting agreement consolidating control for Ainos KY. While TCNT sold a small portion of its shares, the core strategic relationship and control structure remain, indicating a moderately positive to neutral sentiment regarding the underlying strategic value.

Positives

• TCNT's initial acquisition of Ainos, Inc. shares was in exchange for an exclusive, irrevocable, and perpetual license of valuable patents related to gas sensors and medical devices, indicating a strategic partnership and technology transfer.
• The voting agreement consolidates control over a significant block of shares (21.79%) with Ainos KY, potentially providing stability in corporate governance for Ainos, Inc.

Negatives

• TCNT sold 62,794 shares of Ainos, Inc. common stock, which represents a reduction in its direct economic exposure to the company.
• The sale of shares for "general operating purposes" by TCNT could suggest a need for liquidity or a reallocation of capital by the reporting person.

Risks

• The voting agreement between TCNT and Ainos KY may terminate if Ainos KY directly holds less than 10% of Ainos, Inc. shares or less than 10% of the voting power, which could alter the control structure over TCNT's significant stake.
• TCNT's continued sales of shares, even for general operating purposes, could be perceived as a lack of long-term commitment or a negative signal by some investors.

Future Outlook

The voting agreement between TCNT and Ainos KY will continue to govern the voting of TCNT's shares in Ainos, Inc. until specific termination conditions are met, such as Ainos KY directly holding less than 10% of the Issuer's shares or less than 10% of the voting power.

Management Comments

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

Industry Context

TCNT's business in advanced materials for industrial and medical device applications, coupled with the licensing of patents for gas sensors and medical devices to Ainos, Inc., suggests a strategic alignment within the health technology or advanced materials sector. This collaboration could enhance Ainos, Inc.'s product development and market position in these specialized areas.

Corporate Governance

Related Party Transactions

• The License Agreement between Ainos, Inc. and Taiwan Carbon Nano Technology Corporation (TCNT) for invention patents related to gas sensors and medical devices, in exchange for 5,500,000 shares of common stock.
• The Voting Agreement between Ainos Inc., a Cayman Islands company (Ainos KY), and TCNT, effective August 15, 2024, where TCNT agreed to vote its Ainos, Inc. shares as directed by Ainos KY.

Stakeholder Impact

• Shareholders: The voting agreement grants Ainos KY significant control over a large block of shares (21.79%), potentially influencing shareholder votes and the overall corporate direction of Ainos, Inc. TCNT's share sales reduce its direct economic exposure but not its voting influence due to the agreement.
• Management: The voting agreement provides Ainos KY with a strong position in governance, which could simplify decision-making processes for Ainos, Inc.'s management on certain matters.

Next Steps

• Ainos KY and TCNT will continue to adhere to the terms of the voting agreement regarding TCNT's shares in Ainos, Inc.
• Monitoring for any further share sales by TCNT or changes in Ainos KY's direct ownership that could trigger the termination conditions of the voting agreement.

Key Dates

Recommendation

This filing primarily provides an update on a significant shareholder's ownership stake and voting arrangements, rather than new operational or financial performance data. While TCNT sold a small portion of its shares, the core strategic relationship (patent license) and the voting agreement, which consolidates control, remain intact. The information presented does not fundamentally alter the investment thesis to warrant a strong buy or sell, but it is important for investors to be aware of the ownership structure and voting control. Therefore, a 'hold' recommendation is appropriate, with continued monitoring of future developments.

Keywords

Ainos Inc, Taiwan Carbon Nano Technology Corporation, TCNT, Schedule 13D, beneficial ownership, reverse stock split, voting agreement, patent license, medical devices, gas sensors, common stock